Annual Report • Apr 5, 2019
Annual Report
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| 3 | YEAR | 2018 |
|---|---|---|
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Key Figures 2018
| MNOK | 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | 20121) | 20111) | 2010 | 2009 |
|---|---|---|---|---|---|---|---|---|---|---|
| SALES | ||||||||||
| Revenues | 14 381 | 14 490 | 15 845 | 17 032 | 16 613 | 16 323 | 15 652 | 15 128 | 15 497 | 13 816 |
| New orders | 16 574 | 13 430 | 14 319 | 15 238 | 22 097 | 15 043 | 14 605 | 15 016 | 13 584 | 17 605 |
| Order backlog | 17 283 | 15 629 | 16 914 | 19 597 | 21 020 | 15 687 | 16 523 | 17 839 | 17 759 | 19 892 |
| Book-to-bill ratio | 1.15 | 0.9 | 0.9 | 0.9 | 1.3 | 0.9 | 0.9 | 1.0 | 0.9 | 1.4 |
| PERFORMANCE | ||||||||||
| Earnings before interest, taxes, | ||||||||||
| depreciation and amortisation (EBITDA) | 1 394 | 1 279 | 1 217 | 1 784 | 2 060 | 2 142 | 2 294 | 2 385 | 2 485 | 1 619 |
| Earnings before interest, taxes and | ||||||||||
| amortisation (EBITA) | 1 038 | 886 | 835 | 1 405 | 1 718 | 1 797 | 1 971 | 2 123 | 2 216 | 1 376 |
| Earnings before interest and taxes (EBIT) | 945 | 772 | 692 | 944 | 1 258 | 1 659 | 1 840 | 2 026 | 2 113 | 1 263 |
| Earnings before taxes (EBT) | 844 | 654 | 729 | 944 | 1 285 | 1 644 | 1 809 | 1 991 | 2 097 | 1 169 |
| Profit for the year | 704 | 559 | 651 | 755 | 880 | 1 225 | 1 304 | 1 418 | 1 500 | 828 |
| PROFITABILITY | ||||||||||
| EBITDA % | 9.7% | 8.8% | 7.7% | 10.5% | 12.4% | 13.1% | 14.7% | 15.8% | 16.0% | 11.7% |
| EBITA % | 7.2% | 6.1% | 5.3% | 8.2% | 10.3% | 11.0% | 12.6% | 14.0% | 14.3% | 10.0% |
| EBIT % | 6.6% | 5.3% | 4.4% | 5.5% | 7.6% | 10.2% | 11.8% | 13.4% | 13.6% | 9.1% |
| BALANCE SHEET | ||||||||||
| Equity | 12 626 | 7 365 | 6 725 | 6 127 | 6 282 | 6 657 | 6 274 | 5 484 | 4 881 | 3 726 |
| Equity ratio % | 45.7 | 35.6 | 31.7 | 32.0 | 31.0 | 38.2 | 38.6 | 35.1 | 35.0 | 30.0 |
| Net interest-bearing debt | (5 706) | 384 | 2 195 | (941) | (3 551) | (1 935) | (1 198) | (2 191) | (1 813) | (634) |
| Working capital1) | (14) | 955 | 2 533 | 2 698 | 155 | 775 | 1 000 | (644) | (522) | (220) |
| ROACE2) | 12.5 | 9.1 | 8.2 | 21.8 | 35.9 | 32.5 | 36.3 | 51.6 | 65.2 | 34.8 |
| EMPLOYEES | ||||||||||
| Number of employees, total | 6 842 | 6 830 | 7 159 | 7 688 | 7 664 | 7 493 | 7 259 | 6 681 | 5 681 | 5 423 |
| Number of reported injuries per million | ||||||||||
| hours worked (TRI) | 1.6 | 3.2 | 3.5 | 4.1 | 4.7 | 3.7 | 1.5 | 1.7 | 6.3 | 5.5 |
| Number of lost time days per million | ||||||||||
| hours worked (ISR) | 17.6 | 16.2 | 32.0 | 14.2 | 45.3 | 15.6 | 13.6 | 1.1 | 22.3 | 58.2 |
| THE ENVIRONMENT | ||||||||||
| Energy consumption (GWh) | 131.2 | 124.4 | 122.8 | 119.35 | 123.7 | 127.0 | 114.7 | 108.9 | 103.2 | 100.0 |
| CO2 emissions (metric tonnes) |
35 466 | 32 517 | 33 464 | 39 268 | 26 006 | 25 294 | 19 579 | 22 747 | 20 005 | 12 980 |
| Waste (metric tonnes) | 1 888 | 1 884 | 1 986 | 2 368 | 1 788 | 1 935 | 1 784 | 1 622 | 1 772 | 1 473 |
| OWNERS' VALUE | ||||||||||
| Market capitalisation | 21 167 | 18 120 | 14 940 | 17 400 | 14 760 | 15 300 | 14 940 | 13 920 | 15 960 | 10 590 |
| Earnings per share after tax (EPS) in NOK | 5.58 | 4.62 | 5.44 | 6.23 | 7.28 | 10.24 | 10.91 | 11.83 | 12.46 | 6.83 |
| P/E in NOK | 30.20 | 32.70 | 22.95 | 23.05 | 16.77 | 12.49 | 11.46 | 9.82 | 10.64 | 12.92 |
| Dividend per share in NOK | 2.50 | 3.75 | 3.75 | 4.25 | 9.25 | 5.25 | 3.75 | 3.75 | 3.75 | 2.00 |
1) The figures have been revised in accordance with the description in Note 32. For other years, this change has not been taken into account.
2) See Note 32 for definitions.
MNOK 2,779 4,518 MNOK 3,812 474 MNOK 190 89 MNOK 608 8 MNOK 2,760 1,110 MNOK 158 8 MNOK 4,074 635 REVENUES MNOK 14,381 KEY FIGURES – KONGSBERG Kongsberg Defence & Aerospace 42.4% Kongsberg Maritime 52.5% Other 5.1%
| EBITDA | EBIT | PROFIT FOR THE YEAR |
|---|---|---|
| MNOK 1,394 | MNOK 945 | MNOK 704 |
| DIVIDEND PER SHARE | EARNINGS PER SHARE AFTER TAX | MARKET CAPITALISATION |
| NOK 2.50 | NOK 5.58 | MNOK 21,167 |

123
123
02 About 03 Sustainability
Key Figures 2018 Important milestones 2018 President and CEO Geir Håøy
| Kongsberg Defence & Aerospace 2,448 |
Kongsberg Maritime 3,794 |
Other activities 600 |
|---|---|---|
| REVENUES MNOK 6,104 -3.6% from 2017 123 12000 2000 4000 6000 8000 10000 12000 123 0 0 2014 2015 2016 2017 2018 |
REVENUES MNOK 7,545 +1.6% from 2017 12000 123 0 2014 2015 2016 2017 2018 |
REVENUES MNOK 732 +0.5% from 2017 2014 2015 2016 2017 2018 |
| EBITDA MNOK 863 +41.0% from 2017 123 1500 1500 1000 1000 500 500 0 2014 2015 2016 2017 2018 |
EBITDA MNOK 594 +0.8% from 2017 123 1500 1000 0 2014 2015 2016 2017 2018 |
EBITDA MNOK -63 -180.8% from 2017 500 0 2014 2015 2016 2017 2018 |
| NEW ORDERS MNOK 6,885 +28.1% from 2017 123 2000 4000 6000 8000 10000 12000 2000 4000 6000 8000 10000 12000 0 0 2014 2015 2016 2017 2018 |
NEW ORDERS MNOK 8,884 +21.1% from 2017 123 12000 0 2014 2015 2016 2017 2018 |
NEW ORDERS MNOK 805 +12.1% from 2017 2014 2015 2016 2017 2018 |



2018 can be summed up as one of the most eventful years in KONGSBERG's history. We have made major strategic investments and taken positions that will change our size and importance. At the same time, delivery has been high throughout the organisation and the underlying performance is solid.
"An eventful year that will change KONGSBERG"

I want to start by thanking our shareholders for their support in connection with the acquisition of Rolls-Royce Commercial Marine (RRCM). In November, KONGSBERG asked shareholders to take part in a rights issue to provide BNOK 5 that was required for financing the acquisition. At the end of the warrant period, more than 99.2 per cent of the
shareholders had signed up. Now it is up to us to repay their trust and do everything we can to secure a good return for our owners.
The acquisition of RRCM was necessary to scale our business. By joining our complementary product portfolios, we will be able to continue being a world-leading supplier of
products, systems and services for our customers.
Much like us, RRCM has experienced demanding markets. Together, we believe that we are able to create a solid and profitable business, even without any considerable improvements in the market. We are convinced that we have made the right choice. The integration will make KONGSBERG better equipped to deliver seamless and complete vessel solutions, which will form the maritime industry in the future.
In 2018, KONGSBERG's defence area continued to deliver good results, and there have been a number of significant breakthroughs this year. In March, KONGSBERG signed a strategic cooperation agreement with Qatar for long-term development programmes within the defence, maritime industry and digitalisation areas. KONGSBERG confirmed its world-leading position within remote weapon stations in 2018 through the continuation of the CROWS agreement with the U.S. Army. Our deliveries to the F-35 fighter aircraft are increasing, and the rate of production is now twice as high as it was only two years ago.
KONGSBERG started developing a new, advanced anti-ship missile, the Naval Strike Missile (NSM), for the Norwegian Armed Forces in 1996. The development process was scheduled to take more than ten years. Up to 2018, the missile was operational in two countries: Norway and Poland. It was also selected as the new anti-ship missile in Malaysia and Germany. In April, a contract was signed for the delivery of the Naval Strike Missile to Malaysia.
In late May/early June, the U.S. Navy announced that the NSM would be used as the anti-ship missile for its Littoral Combat Ships and future frigates. This marks the beginning of what could be several decades of deliveries to the biggest missile market in the world, which in turn will be an important reference for other markets.
KONGSBERG and US company Raytheon are cooperating in several areas. 2018 marked the 50th anniversary of this partnership. Within air defence, KONGSBERG and Raytheon have had great success with NASAMS since 1996.
Our joint venture for submarines with thyssenkrupp Marine Systems and Atlas Elektronik from 2018 is now in operation. Here, kta naval systems SA will supply combat systems to Norwegian and German submarines as well as
"The acquisition of Rolls-Royce Commercial Marine was necessary to scale our business. By joining our complementary product portfolios, we will be able to continue being a world-leading supplier of products, systems and services for our customers."
"In late May/early June, the U.S. Navy announced that the NSM would be used as the anti-ship missile for its Littoral Combat Ships and future frigates."
to other nations in the decades to come. The agreement with Germany also involves great opportunities for NSM in relation to the German Navy.
Towards the end of the year, KONGSBERG announced the acquisition of Aerospace Industrial Maintenance Norway AS (AIM). This will make us an even more attractive operational partner for maintenance services on military aircraft and helicopters for organisations such as the Norwegian Armed Forces. To further improve delivery capacity and expertise, KONGSBERG has signed an agreement with Patria on shared ownership, where KONGSBERG is the majority owner with 50.1 per cent, and Patria owns the remaining shares.
In 2018, Kongsberg Maritime (KM) increased its operating revenues for the first time since 2015. We have also been able to stay profitable in a demanding market. This has been achieved through focusing on cost and prioritising where to invest our efforts. We have focused on improvements and have worked hard to increase our margins.
Some opportunities have been left unexploited, while we have strengthened and taken positions within areas such as autonomy, digitalisation and aquaculture. The total order intake is over 30 per cent higher in 2018 than in 2017 for the
Key Figures 2018 Important milestones 2018 President and CEO Geir Håøy
divisions that deliver to the new build market (Vessel Systems and Solutions). In the traditional vessel markets, improvement comes particularly from the bulk carrier, shuttle tanker and LNG markets. Traditional offshore markets such as supply and drilling are still weak, but the order
intake has developed positively for both offshore production vessels and construction vessels compared to 2017.
In 2018, we followed up on our strategy for increased scope of delivery through integrated solutions. We won several large contracts for integrated solutions, including Awilco's semisubmersible drilling rig and nine Ro-Ro vessels to the Grimaldi Group.
The Subsea division shows an all-time high order intake, with total orders of over MNOK 3,000 in 2018. There was a particularly high order intake from hydrography and fisheries, as well as from the market for autonomous underwater vessels (AUV). This applies to both the Norwegian and American segments of the business.
Kongsberg Digital (KDI) had a weak order intake in the first half of the year, especially within maritime simulation. The order intake improved significantly in the second half of the year, and
order intake was 25 per cent higher in 2018 than in 2017.
KONGSBERG launched a revised sustainability strategy in 2018 that will run until 2022. Sustainability is not an alternative way of thinking – it is the basis for sound business operations in the decades to come. Technological development is crucial for creating a more sustainable society. Technology companies such as KONGSBERG will play a key role in solving the global environmental and climate challenges facing the world today.
More than 80 per cent of KONGSBERG's turnover is related to the sea, a figure that will increase further with the acquisition of RRCM. We are represented in all the most important areas: fisheries, merchant shipping, oil and gas. KONGSBERG's technology will enable sustainable ocean management, which is high on the UN's agenda.
Sustainable operation will be required for a licence to operate. This applies to both customers, authorities, owners, employees and future generations in the labour market. Our sustainability strategy must be integrated and made operational in all business areas as well as in the individual fields of expertise in the Group's business strategy.
Preparations for the integration with RRCM have been ongoing since the acquisition was announced in July 2018. Both companies are working systematically for a successful integration. It is important that this effort doesn't affect the ordinary activities. Our customers can rely on us to deliver what we have promised. Our top priority has always been and will always be our customers. I am convinced that our customers will get added value from KONGSBERG when RRCM becomes part of the company.
The Group increased its order backlog in 2018, and we are more robust going into 2019 than we were one year ago. As pointed out in the introduction, it has been one of the most eventful years in KONGSBERG's history. This means that we have every opportunity to make KONGSBERG an even larger and stronger company within our respective areas.
Geir Håøy President and CEO March 2019
"In 2018, we followed up on our strategy for increased scope of delivery through integrated solutions. We won several large contracts for integrated solutions, including Awilco's semi-submersible drilling rig and nine Ro-Ro vessels to the Grimaldi Group."

02 About 03 Sustainability
Kongsberg Gruppen (KONGSBERG) is an international technology group that delivers advanced and reliable solutions that improve safety, security and performance in complex operations and under extreme conditions. KONGSBERG works with demanding customers in the global defence, maritime, oil and gas, fisheries and aerospace sectors. We deliver EXTREME PERFORMANCE FOR EXTREME CONDITIONS.
Strategy, ambitions Vision Values Corporate Management Business areas The World of KONGSBERG

KONGSBERG's objective is to secure and increase stakeholder value through profitable and growth-oriented industrial development with a long-term, sustainable and international perspective.
The Group is divided into three business areas and other operations. The three business areas are Kongsberg Defence & Aerospace, Kongsberg Maritime and Kongsberg Digital. Kongsberg Digital is a digital focus area under development which is reported as other activities. Other activities also include real estate
business and the corporate staff. The corporate staff provides group governance and supportfunctions to the business areas, the CEO and the Board and their councils and committees.
Kongsberg Gruppen ASA is listed on the Oslo Stock Exchange and is subject to Norwegian securities legislation and stock exchange regulations. The Norwegian state owns 50.001 per cent of the shares in the company.
At KONGSBERG, we create value in the areas and countries in
which we operate. We create value for our customers through our products. We create value through the payment of government fees and taxes, dividends to owners and wages to employees, and indirectly by buying goods and services from suppliers. Value is also created through the importance we attach to research and development.
Sustainability and corporate social responsibility Sustainability and corporate social responsibility is important for KONGSBERG and is an integral part of our strategy. We shall conduct our business in a sustainable and accountable manner, and we must carry out our corporate social responsibility in accordance with the applicable expectations of society. This gives KONGSBERG the necessary "licence to operate" in order to execute our business.
The UN has defined 17 sustainability development goals the world should reach by 2030. Several of these goals can only be achieved through innovation and the sensible application of

technology. Sustainable technological development is a central element in our strategy. For KONGSBERG, this involves business opportunities in several markets viewed in the light of our broad technology and skills platform.
KONGSBERG has acceded to the UN Global Compact initiative. We support and respect international human and
employee rights such as the UN's Universal Declaration of Human Rights, the UN Convention on the Rights of the Child, ILO Core Conventions and the OECD Guidelines for Multinational Enterprises. KONGSBERG uses the Global Reporting Initiative (GRI) guidelines for the voluntary reporting of sustainable development.

KONGSBERG develops and delivers advanced systems and technologies for extreme conditions. Our solutions ensure efficiency, safety and high performance in operations ranging from deep sea to outer space.
This is KONGSBERG Vision Values Corporate Management Business areas The World of KONGSBERG
What KONGSBERG delivers is often of strategic importance for our customers, and contributes to the satisfaction of important societal needs and development trends within sectors such as safety, energy, transport and climate. It is important for KONGSBERG to hold technological and product positions where we are either world-leading or have the potential to become world-leading in the long term. For KONGSBERG to be successful, a good balance between operations, market positioning and new initiatives is important. Our strategic and business related decisions are based on a culture that promotes high ethical standards.
Secure strategically important contracts, and achieve growth in selected geographical areas both through our own activities and in collaboration with partners.
Kongsberg Maritime
Secure our position as a leading maritime technology supplier.
Take the leading position within the digitalisation of maritime and offshore industry.
Vision
This is KONGSBERG Strategy, ambitions Values Corporate Management Business areas The World of KONGSBERG
We have a strong, value-based culture that drives our business performance. Our vision defines our direction and what we are striving to achieve.

We have four core values that support this vision, that describe what we stand for, our ethical attitudes and what we believe in. Our core values are our foundations; they make us who we are and have formed the basis of our operations for over 200 years. These core values act as guidelines for the way in which we act and work, and characterise our cooperation both within and outside the Group. These values are important for developing a healthy and strong corporate culture and thereby provide a platform for good corporate governance.
This is KONGSBERG Strategy, ambitions Vision Corporate Management Business areas The World of KONGSBERG
Values
02 About 03 Sustainability
Our customers and partners can trust KONGSBERG to deliver, always. Dealing with KONGSBERG means dealing with reliable people, a reliable corporation and reliable products. KONGSBERG is a responsible organisation characterised by integrity and concern for health, safety and the environment.
We are known for our drive and persistence. We always strive to meet our customers' expectations. We set ambitious goals for ourselves and we are driven towards them with a clear and constant focus.
What we start, we finish. We do not give in.
Collaboration is fundamental to our business. We exchange ideas among ourselves, with our suppliers and partners, and we cooperate closely with our customers. We work as a team, we share knowledge and we value team success – to the benefit of our customers and our own competitiveness.
We collaborate as individuals and as an organisation.
Always performing better is a vital part of who we are. We constantly innovate and implement improvements in all parts of our business – from our products, through our processes, to our customers' experiences.
We are relentless in our pursuit of improvement, fresh ideas and new solutions.
Our customers and partners can trust KONGSBERG to deliver, always. Dealing with KONGSBERG means dealing with reliable people, a reliable corporation and reliable products. KONGSBERG is a responsible organisation characterised by integrity and concern for health, safety and the environment.
We are reliable people. We are responsible citizens.
02 About 03 Sustainability KONGSBERG
Corporate Management

GEIR HÅØY
President & Chief Executive Officer

GYRID SKALLEBERG INGERØ
Group Executive Vice President & Chief Financial Officer

EGIL HAUGSDAL
Executive Vice President, KONGSBERG. President, Kongsberg Maritime

EIRIK LIE
Executive Vice President, KONGSBERG. President, Kongsberg Defence & Aerospace

HEGE SKRYSETH
Executive Vice President, KONGSBERG. President, Kongsberg Digital

HANS PETTER BLOKKUM
Group Executive Vice President, Chief HR & Security Officer

HARALD AARØ
Group Executive Vice President, Business Development and Strategy

EVEN AAS
Group Executive Vice President, Public Affairs

KONGSBERG is comprised of three business areas operating with autonomy in a strong corporate governance model. The organisation is connected through competence and technology synergies and a common culture based on our values:
Determined, Innovative, Collaborative and Reliable. We are an innovative and customer focused organisation dedicated to provide extreme performance for extreme conditions.



Kongsberg Defence & Aerospace
Kongsberg Maritime

Kongsberg Digital

This is KONGSBERG Strategy, ambitions Vision Values Corporate Management The World of KONGSBERG

Kongsberg Defence & Aerospace (KDA) is a leading supplier of defence products and systems for command and control, surveillance, space, tactical communications, remote weapon stations and missiles, as well as advanced composites and engineering products for aircraft and helicopters. Our products and systems span from underwater to surface, land and air to space.
The Integrated Defence Systems division supplies the world's most advanced air defence system in NASAMS, monitoring systems, artillery firepower, as well as landand vessel-based combat systems. The division has a strategic cooperation agreement with Raytheon for NASAMS and with thyssenkrupp Marine Systems
(tkMS) in kta naval systems SA, a joint venture company for supplying exclusive combat systems to tKMS submarines.
The Space & Surveillance division supplies a broad spectrum of systems and electronics for launch vehicles and spacecraft, as well as ground stations and
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| This is KONGSBERG | Strategy, ambitions | Vision | Values | Corporate Management | Business areas | The World of KONGSBERG |
The U.S. Navy selected NSM for its "Over-The-Horizon" programme.

services related to the processing of satellite data for space and maritime surveillance customers in over 40 countries. The division has 500 employees and is the largest in Scandinavia within the space segment.
The Missile Systems division has over 50 years' experience from a range of missile programmes. Its products include Penguin, Naval Strike Missile (NSM) and Joint Strike Missile (JSM) that are fired from ships, helicopters and fighter aircraft. KONGSBERG is the world's only supplier of 5th generation long-range precision strike missiles with stealth capabilities. The U.S. Navy recently chose the NSM for its OTH programme (Over-The-Horizon Weapon-System).
The Aerostructures division is a Centre of Excellence for complex composite structures and metallic alloy assemblies and details.
Its core capabilities range from design, prototyping and industrialisation, to large-volume manufacturing for aerospace and other high-performing markets. Activities range from the manufacture of parts for the F-35 and helicopters to the mechanical production and maintenance of helicopter gear boxes.
Defence Communications The Defence Communications division designs and manufactures high-quality ruggedised
"We are continuing to strengthen our position in important technology areas and markets. In the last year, we have established new positions within missiles for the USA. The development of the Joint Strike Missile is now completed and ready to be integrated with the F-35 fighter plane. We have commenced cooperation with Germany on submarines and missiles, strengthened in terms of helicopter maintenance and won new, strategic contracts within space, air defence and weapon stations. All in all, this will be significant for our development for many decades to come."
Eirik Lie – President, Kongsberg Defence & Aerospace
This is KONGSBERG Strategy, ambitions Vision Values Corporate Management The World of KONGSBERG 01 Year 2018 05 Directors' Report and Financial Statements 02 About 03 Sustainability KONGSBERG 04 Corporate Governance Business areas
radios and radio links used in advanced tactical communication systems. The tactical communication solutions are used in more than 30 countries.
The Protech Systems division is a world leading supplier of remote weapon stations. The systems allow soldiers to operate from a protected position inside the vehicle. Protech Systems has since 2001 delivered more than 20,000 systems to 20 nations. In 2017, deliveries of the MCT-30
started, a Medium Caliber Turret based on the same technology as PROTECTOR RWS.
Patria is Finland's leading supplier of defence maintenance services and covers all defence aspects within MRO (Maintenance, Repair and Overhaul). Patria is an international organisation with some 2,800 employees, and holds 50 per cent of the shares in Nammo. KONGSBERG holds 49.9 per cent of the shares in Patria.
Kongsberg Combat Demonstrator is a collaboration between Integrated Defence Systems, Protech Systems, Defence Communications and Patria.

02 About 03 Sustainability
01 Year 2018 05 Directors' Report and 04 Corporate Governance
This is KONGSBERG Strategy, ambitions Vision Values Corporate Management The World of KONGSBERG

Kongsberg Maritime (KM) is a world-leader in the development and delivery of integrated vessel concepts for traditional merchant vessels and fishing vessels, as well as offshore and research vessels and offshore installations. KM supplies products and systems for advanced mapping surveying, sonars, underwater communication, marine robotics (Unmanned Surface Vessel [USV] and Autonomous Underwater Vehicle [AUV]) and underwater cameras for, among other things, research, fishing and defence vessels, as well as aquaculture installations.
as a world-class support network. With nearly double the amount of expert personnel and global locations, the expanded KM portfolio will be the future of maritime activities, with products and integrated solutions.
KM is a world leader in integrated vessel concepts within the offshore market.

Our offshore product and solution portfolio positions KM as a market leader in advanced dynamic positioning technology, and offers a well-established and highly regarded range of integrated navigation and automation solutions. Other areas of expertise include information management solutions, cargo handling systems and process automation. KM's complete portfolio for the offshore market is designed with
smart improvement and safe, profitable operations in mind. KM is positioned as a key supplier to all the major operators in all offshore and oil and gas markets globally.
To the merchant marine and passenger market KM delivers systems for integrated marine automation and navigation, cargo management and level sensors, temperature sensors and pressure transmitters. KM's bridge systems ensure safe, efficient passage for vessels globally, while the control and monitoring technology continues to introduce new efficiencies for ships, enabling smarter, more profitable operation through fuel reduction, hybrid solutions and process automation.
Our subsea technology is applied predominantly in the offshore, oil
"By merging Kongsberg Maritime and Rolls-Royce Commercial Marine, we are positioning ourselves as a strategic supplier of complete solutions for the maritime market. This integration is going to create a sea of opportunities. Not only does the technology become more accessible, but it will also provide more possibilities to integrate systems. This will lead to safer and more efficient installations, as well as giving us greater opportunities to maintain the strong position we have."
Egil Haugsdal – President, Kongsberg Maritime
This is KONGSBERG Strategy, ambitions Vision Values Corporate Management The World of KONGSBERG 01 Year 2018 05 Directors' Report and Financial Statements 02 About 03 Sustainability KONGSBERG 04 Corporate Governance Business areas
and gas, surveying (seabed mapping, surveying and research), defence, fisheries & aquaculture, subsea construction and oceanography industries. KM's products and systems are based on highly innovative, pioneering hydroacoustic technology and sensors, advanced signal processing and expert knowledge in underwater engineering. The extensive portfolio includes leading single and multibeam echo sounders, sonars, underwater vehicles and subsea transponders, in addition to advanced software for data processing, products for search and rescue, and defence applications.
Always aiming to be at the forefront of new technologies and applications, we are dedicated to supporting important emerging growth markets in maritime and offshore industries such as autonomy, satellite positioning, hybrid solutions and on-deck handling equipment. These areas, and other emerging interests, have significant synergies with KM's core profile and are generating major technology development and sales opportunities.
KONGSBERG is working together with Ocean Farming to develop the world's first digital ocean farm, Ocean Farm 1. The first generation of farmed fish was harvested in January 2019.

This is KONGSBERG Strategy, ambitions Vision Values Corporate Management The World of KONGSBERG
SOLUTIONS


Kongsberg Digital (KDI) was established in 2016 to deliver next-generation software and digital solutions to customers within the maritime, oil and gas, renewable energy and the power supply industry. KDI has leading domain and digital expertise within areas that support increased automisation and autonomous operations in the industry.
Kognifai is KONGSBERG's digital and cloud-based ecosystem. Kognifai is tailor-made for industrial use, particularly the part dealing with asset data, time series, alarms and incidents. Kognifai harmonises and standardises information in a structured way, making it easier for customers and third parties to use the data for value creation.
Maritimt Digital Ecosystem and Vessel Insight Given KONGSBERG's extensive maritime footprint, it is natural
that the group has the ambition to create a standardised ship-tocloud infrastructure, thereby establishing a digital ecosystem for the maritime sector. This infrastructure is called Vessel Insight and is based on Kognifai.
Vessel Insight consists of two main components. The first is
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| This is KONGSBERG | Strategy, ambitions | Vision | Values | Corporate Management | Business areas | The World of KONGSBERG |
Dynamic Digital Twin provides greater opportunities for value creation in the oil and gas sector.

an Edge PC installed in the ship, which collects data and acts as a portal to Kognifai. The other is the ability to structure, store and process data in the cloud through Kognifai. Together, these components give customers the ability to connect ships, retrieve data for use in analyses, as well as develop or download value-creating applications at the top.
In its simplest form, a digital twin is a digital replica of processes and devices. Advanced digital twins, such as Dynamic Digital Twin, have greater capabilities within value creation, the changing of work streams and increased production within oil and gas. A number of elements differentiate our digital twin from others on the market. Our highly accurate simulator which, combined with the other
processes, enables continuous automatic testing of different scenarios, prediction and production optimisation. Dynamic Digital Twin makes remote control and fullyautonomous platforms possible.
Other Solution for Oil & Gas During drilling operations, we can combine data collection and visualisation in real time with well safety and performance optimisation, as well as applications for operational analysis
"Kongsberg Digital's unique position is in the ability to combine long and extensive industrial insight with cutting-edge digitisation expertise. With this interface, we are creating solutions and software that drive the digital transformation in the industries and in individual companies in the future."
Hege Skryseth – President, Kongsberg Digital
and decision support. In addition, we have solutions that increase production efficiency using real-time simulators for design, multi-phase flow and training.
KONGSBERG's portfolio of digital solutions for the operational optimisation of wind farms and EmPower is run on the Kognifai platform. The system includes complete real-time performance monitoring, maintenance forecasts and product optimisation, which will improve operational efficiency.
In the energy sector, we are working together with a range of stakeholders in the industry on
developing a dynamic digital twin and smart grid functionality through virtual sensors, as well as giving these companies a web-based tool for balancing and flexibility.
KDI has market-leading simulator solutions that ensure the authentic and thorough training of personnel and students in the maritime, marine and offshore markets. These simulator solutions are also used for verification and decision support, for example, in preliminary studies and research projects within design, security and cost optimisation.
Kognifai consolitdates our existing platforms making new functionality and new solutions available to our customers.

KONGSBERG Annual Report and Sustainability Report 2018 27


| Total | 6 842 | 7 768 | 14 381 | 230 | |
|---|---|---|---|---|---|
| Europe | 73.0% | 77.5% | 73.5% | 91.3% | |
| Asia | 16.2% | 11.8% | 12.0% | 3.9% | |
| North America | 9.3% | 7.8% | 13.3% | 3.9% | |
| Central and South America and the Antarctic | 1.3% | 1.9% | 0.9% | 0.9% | |
| Oceania | 0.1% | 0.4% | 0.2% | 0% | |
| Africa | 0.1% | 0.1% | 0.1% | 0% | |
For 2018 the total number of suppliers is shown; for 2017 the number of suppliers that invoiced KONGSBERG for more than NOK 50,000 is shown. We have improved our reporting for suppliers in 2018, which means that the figures cannot be compared directly. Certain suppliers may have been counted two or more times if they are suppliers for two or more of our business areas. The figures do not include all suppliers dealt with directly by our international locations.
This is KONGSBERG Strategy, ambitions Vision Values Corporate Management Business areas
Employees 4.518 (4.421) Number of suppliers1) 3.623 (2.050) Value added2) MNOK 9.222 (9.036) Investments MNOK 188 (267)
The Group headquarters are located in Kongsberg.
Kongsberg Defence & Aerospace
constitutes the most significant part of the Group's defence business, with its main activities being in Kongsberg. In addition, we have operations in Horten, Asker, Kjeller, Tromsø and Bergen. Here, there are development, production, test, sales and service activities.
Kongsberg Satellite Services AS has ground stations for satellite data, such as in the Antarctic and on Svalbard.
Kongsberg Maritime has operations for development, production, testing, sales and service in Kongsberg, Horten, Ulsteinvik, Sandefjord and Trondheim.
Kongsberg Digital is located in Asker, Horten, Kristiansand, Stavanger and Trondheim. Operations include sales and product development, project deliveries, service and production. Kongsberg Digital also owns 27 per cent of eSmart Systems AS. The company is located in Halden and develops digital intelligence for the energy industry and smart communities.
Employees 70 (140) Number of suppliers1) 581 (135) Value added2) MNOK 267 (393) Investments MNOK 10 (6)
Kongsberg Defence & Aerospace, through its subsidiary Kongsberg Norcontrol AS, has a sales and service office in Bristol.
Kongsberg Maritime's headquarters for offshore activities in the UK are located in Aberdeen. We also have offices in Wick, Waterlooville and Great Yarmouth. Opeartions include product development, manufacturing, sales and support. In addition, we have an office in the Bridge of Don for production of cameras.
Employees 189 (206) Number of suppliers1) 1.493 (481) Value added2) MNOK 959 (770) Investments MNOK 7 (10)
Furthermore, the Group has sales, service and project support offices in Finland, Greece, Italy, the Netherlands, Russia, Spain, Germany and Hungary. We own 49.9 per cent of Patria Oyj, which has its headquarters in Finland. Patria is Finland's leading supplier of technology solutions and maintenance services within defence, security and aviation.
Employees 215 (189) Number of suppliers1) 327 (16) Value added2) MNOK 128 (105) Investments MNOK 5 (9)
Kongsberg Defence & Aerospace, through the subsidiary Kongsberg Defence Sp. Zo.o, has a marketing office in Warsaw.
Kongsberg Maritime carries out service and project support in Szczecin.

At Arsenalet in Norway, KDA is engaged in activities such as maintenance and composite solutions.
This is KONGSBERG Strategy, ambitions Vision Values Corporate Management Business areas
KM has built up a significant business in China.

Employees 464 (500) Number of suppliers1) 254 (10) Value added2) MNOK 322 (326) Investments MNOK 3 (2)
Kongsberg Maritime has built up a significant business in China. The business area is a local supplier to the Chinese shipbuilding industry, with offices in Shanghai, Dalian, Guangzhou and Zhenjiang. In Zhenjiang, we have a production unit that includes an electromechanical assembly line where we manufacture consoles, cabinets and sensors. We also have a centre with CNC machines where we produce mechanical components and precision mechanics.
Employees 267 (230) Number of suppliers1) 10 (5) Value added2) MNOK 108 (93) Investments MNOK 3 (2)
Kongsberg Defence & Aerospace has, through its subsidiary Kongsberg Norcontrol AS, a sales and service office in Ahmedabad. In addition, it owns 49 per cent of Aatash Norcontrol, a company which is also located in the Ahmedabad.
Kongsberg Maritime has sales and service offices, software support and development activities in Mumbai.
Kongsberg Digital has operations both in Mumbai and Bangalore. In Mumbai they perform sales support and project support, while software development is the main activity in Bangalore.
Employees 163 (167) Number of suppliers1) 431 (11) Value added2) MNOK 660 (759) Investments MNOK 2 (4)
Kongsberg Defence & Aerospace has a sales office in Seoul.
Kongsberg Maritime's main operations in South Korea are located in Jungkwan outside of Busan. For several years, we have been building up a local presence in the world's largest shipbuilding nation. The main activities are sales, engineering, installation, commissioning and service/ support as well as local manufacturing. In addition, we have offices in Gohyeon, Okpo, Ulsan, Jellanam-do and Gyeongsangnamdo.
Employees 39 (41) Number of suppliers1) 26 (6) Value added2) MNOK 110 (140) Investments MNOK 0 (1)
Kongsberg Defence & Aerospace has offices in Kuwait and Qatar. The main tasks are operational and delivery of projects within tactical radio and communications systems. In addition, the company has had employees stationed in Oman in connection with the NASAMS project.
Kongsberg Maritime has a service office in Dubai.
Employees 169 (156) Number of suppliers1) 180 (12) Value added2) MNOK 464 (616) Investments MNOK 1 (0)
Kongsberg Defence & Aerospace, through the company Kongsberg Norcontrol AS, has major deliveries to Singapore's vessel traffic monitoring, where it also has a sales and service office.
Kongsberg Maritime's main activities in Singapore are sales, installation, engineering, commissioning, service/ support and training. Singapore has one of the largest harbors in the world and is a significant shipowner and shipbuilding nation.
Employees 8 (11) Number of suppliers1) 42 (33) Value added2) MNOK 57 (49) Investments MNOK 0 (0)
Kongsberg Defence & Aerospace has an office in Malaysia for marketing and local project management.
Kongsberg Maritime has a sales and service office for fisheries in Kuala Lumpur, Malaysia.
This is KONGSBERG Strategy, ambitions Vision Values Corporate Management Business areas

KM and KDI moved into new offices in Houston.
Employees 537 (552) Number of suppliers1) 574 (349) Value added2) MNOK 1.624 (1.644) Investments MNOK 6 (26)
marketing office in Alexandria (Virginia). In Johnstown (Pennsylvania), they manufacture and maintain the PROTECTOR Remote Weapon Station for the American market. The business unit has project office in Mount Arlington, New Jersey.
Kongsberg Geospatial has a sales and service office in Florida, while Kongsberg Satellite Services has a marketing office in Silicon Valley in San Francisco, California.
Kongsberg Maritime operates in Seattle (Washington), Houston (Texas), New Orleans (Louisiana), Pocasset Massachusetts), Long Beach (California) and Arlington (Virginia). In Pocasset operations include development, sales and support of autonomous underwater vehicles (AUV). The other units do sales and customer support. In Seattle they also work with technology development and adaptation of existing products to the US market.
Kongsberg Digital's has operations in Houston (Texas) for sales, support and project implementation. There is also an office in West Mystic Groton (CT) for sales and customer support.
Employees 98 (104) Number of suppliers1) 35 (56) Value added2) MNOK 283 (371) Investments MNOK 3 (0)
represented by Kongsberg Geospatial in Ottawa. The company is known for its geospatial visualisation tools for military command and control systems.
Kongsberg Maritime's main facility in Canada is located in Vancouver, where they perform product development and manufacturing. The activity in Vancouver is based on hydroacoustic technologies and is coordinated with Kongsberg Maritime's other subsea operations. The business area also has two sales and customer support offices on the east coast, in Nova Scotia and on Newfoundland.
Kongsberg Digital operates in St. Johns, where they do sales and customer support.
KONGSBERG Annual Report and Sustainability Report 2018 31
This is KONGSBERG Strategy, ambitions Vision Values Corporate Management Business areas
Employees 63 (75) Number of suppliers1) 142 (4) Value added2) MNOK 87 (112) Investments MNOK 2 (0)
Kongsberg Maritime's operations in Rio de Janeiro, Brazil, includes sales, service, engineering, commissioning of merchant marine systems and offshore vessels as well as operator training and simulator training.
Employees 21 (19) Number of suppliers1) 0 (0) Value added2) MNOK 35 (29) Investments MNOK 0 (0)
Kongsberg Defence & Aerospace's subsidiary Kongsberg Nordcontrol AS has a marketing office in Mexico City.
Kongsberg Maritime has a service office in Veracruz, Mexico.
Medarbeidere 5 (5) Number of suppliers1) 8 (7) Value added2) MNOK 11 (10) Investments MNOK 0 (0)
Kongsberg Maritime has a service office in Panama.
Kongsberg Defence & Aerospace Kongsberg Satellite Services is a 50 per cent owned subsidiary with ground stations for satellite data in Antarctica and on Svalbard.
Kongsberg Satellite Services has ground stations for satellite data on Svalbard.

02 About 03 Sustainability KONGSBERG
This is KONGSBERG Strategy, ambitions Vision Values Corporate Management Business areas

Australia
Employees 8 (8) Number of suppliers1) 32 (14) Value added2) MNOK 34 (29) Investments MNOK 0 (0)
Kongsberg Defence & Aerospace has a marketing office in Canberra.
Kongsberg Maritime has sales and service operations in Perth.
KONGSBERG has an office in Perth – the oil capital of Australia.

Kongsberg Satellite Services has ground stations all over the world, including in South Africa.
Employees 8 (6) Number of suppliers1) 10 (7) Value added2) MNOK 9 (8) Investments MNOK 0 (1)
Kongsberg Defence & Aerospace's office in Algiers, Algeria works with operation and delivery of projects related to tactical radio and communications systems. Kongsberg Norcontrol AS wowns about 35 per cent of a company in Cape Town, South Africa.
Sustainability in KONGSBERG Focus areas Climate Statement and Key Figures Auditor's Report
03 SUSTAINABILITY
02 About 03 Sustainability
Focus areas Climate Statement and Key Figures Auditor's Report
The report covers 2018, and addresses topics of importance to us and our stakeholders. Any significant events from 1 January 2019 to 15 March 2019 will also be mentioned. All figures are related to the 2018 financial year.
The purpose of this report is to give stakeholders who are affected by or interested in our activities information about how KONGSBERG approaches sustainability and social responsibility.
Changes to the reporting platform since the preceding report There were no major changes in the reporting platform from 2017 to 2018.
Limitations of the report The report deals only with companies in which KONGSBERG owns 50 per cent or more. The environmental data includes all of our Norwegian units, as well as all our manufacturing units all over the world and the largest offices outside of Norway.
The information in the report is based on data obtained from different parts of the Group. Although importance is attached to ensuring that the data is complete and correct, some of the information will be based on estimates.
Process to define the content We carry out materiality assessments periodically, and assess ongoing updates in the case of any necessary changes.
The content of the report is largely defined based on what we have called "Focus areas", where each area of focus includes an overview of goals and activities. These are approved by the corporate executive management and the Board.
In carrying out the materiality assessment, we have also taken into account what our most important stakeholders are concerned with in our dialogue with them. This includes our owners, investors and lenders, our employees, customers, suppliers, and regulatory and local authorities in the areas in which we are active.
02 About 03 Sustainability
Focus areas Climate Statement and Key Figures Auditor's Report
| WHITE PAPER NO. 27 (2013–2014) – Diverse and value-creating ownership |
The Norwegian state owns 50.001 per cent of the shares in the company. The State's ownership share is managed by the Ministry of Trade, Industry and Fisheries. We have defined the contents of the report to ensure compliance with the White Paper. |
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|---|---|---|---|
| GLOBAL COMPACT | KONGSBERG acceded to the UN Global Compact initiative in 2006. It requires that we annually report our activities and results related to the human rights employee rights, environment and anti-corruption principles stated in the initiative. The Group's report on sustainability serves as such report – a COP (Communication on Progress). More information about Global Compact can be found at www.unglobalcompact.org |
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| GLOBAL REPORTING INITIATIVE (GRI) |
We use GRI Standards for voluntary reporting of sustainable development. The guidelines include financial, environmental and social dimensions related to the organisation and is the leading global initiative in this area. In 2017 we carried out a materiality assessment to identify the main sustainability topics for KONGSBERG and for our most important stakeholders. This is described in detail on page 42–43. Our reporting is in our opinion, on the whole, in accordance with the GRI Reporting Principles. GRI applies a classification that shows to what extent a company uses GRI's definitions and disclosure requirements, namely Core or Comprehensive. KONGSBERG has decided to report on Core level. On our website, under www.kongsberg.com/investor-relations/reports-and presentations/, there is an index showing the GRI standards and indicators that are reported and where the information is found in the company's Annual Report and Sustainability Report. More information about GRI can be found at www.globalreporting.org |
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| THE NORWEGIAN ACCOUNTING ACT |
The Norwegian Accounting Act requires that large enterprises report on corporate social responsibility in the Directors' report or in a separate report. The report must include information about human rights, employee rights and social conditions, the environment and anti-corruption work. In our opinion, the Sustainability Report for 2018 fulfils these requirements. |
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| DELIBERATIONS BY THE BOARD | 01 Year 2018 02 About 03 Sustainability 04 Corporate 05 Directors' Report and The Group's report on sustainability is processed and KONGSBERG Governance Financial Statements Sustainability in KONGSBERG Focus areas Climate Statement and Key Figures Auditor's Report approved by the corporate executive management and the Board. |
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| EXTERNAL VERIFICATION | 03 The Sustainability report is verified by a third party, the audit SUSTAINABILITY firm Deloitte. See auditor's statement on page 74. |
KONGSBERG Annual Report and Sustainability Report 2018 34
02 About 03 Sustainability
Focus areas Climate Statement and Key Figures Auditor's Report
KONGSBERG has more than 200 years of tradition and history as a defence supplier and technology enterprise. It is fundamentally important for us to conduct our business in a responsible manner. It involves following the laws and regulations applicable in the countries where we operate, our own corporate Code of Ethics and Business Conduct and other national and international principles and frameworks for responsible business conduct.
We operate in industries and countries that can involve different types of risk. We conduct risk analysis and seek to prioritise and manage risk to prevent and mitigate to the greatest possible extent.
The defence industry The Norwegian Armed Forces safeguard important social functions both in peacetime, crisis situations, armed conflict and in war. A modern defence calls for state-of-the-art defence systems, and KONGSBERG's defence systems and products are an integral part of this. KONGSBERG's role as a supplier of defence products
The main part of our defence business delivers missiles, systems for weapons guidance and control, decision support and communications. KONGSBERG does not produce cluster bombs, land mines, nuclear weapons, chemical or biological weapons. We comply with all requirements and directions specified in the UN conventions on disarmament.
must be seen in the context of Norway's national security policy, and Norway's international obligations as a member of the United Nations and NATO. The Norwegian Armed Forces and KONGSBERG collaborate extensively to develop customised systems for the country's specific needs. KONGSBERG has developed high-tech defence systems that also play an important role on the international arena. In 2018, defence business represented about 42 per cent of our turnover.
Export of defence material Norwegian rules for export of defence material are among the most restrictive in the world. The Norwegian parliament has sanctioned that defence products can only be sold to pre-approved countries. Transparency about export of defence material is an important principle in Norway. KONGSBERG consistently complies with all requirements set by the Ministry of Foreign Affairs regarding the application process, reporting and statistics.
KONGSBERG also holds shares in companies, and have partners, suppliers and customers in other countries. Export control regulations in other countries
KONGSBERG has a comprehensive programme for internal control and training in connection with our export activities.
Oil, gas and merchant marine Almost half of the Group's activities are related to shipping, oil and gas. The world's needs for energy and transport are increasing. This provides commercial opportunities for the sustainable solutions we are developing together with our partners and customers. Read more about this in the chapter on sustainable innovation.
New technologies and renewable energy sources are rapidly entering the market, but oil and gas will still be important for many years to come. KONGSBERG's systems and products are to a large extent associated with optimisation, security, operation and control of machines, production processes and equipment. We deliver systems and services that contribute to better utilisation of resources, more efficient navigation and safer operation of complex vessels and installations.
02 About 03 Sustainability
Focus areas Climate Statement and Key Figures Auditor's Report
KONGSBERG's international presence means that we must comply with a wide variety of tax systems in many countries. In our opinion, a responsible approach to taxation is decisive for our long-term activities in the countries in which we operate. This includes identifying and complying with current tax legislation, disclosing all the necessary information to the relevant authorities, and taking prudent tax positions where tax legislation allows different interpretations or choices.
KONGSBERG is committed to complying with tax laws in a responsible manner and to have open and constructive relationships with tax authorities in the countries where we operate. KONGSBERG supports efforts to increase public trust in tax systems.
A transaction shall only be made if it satisfies the requirements as well as content pursuant to the tax legislation of the countries in question.
The commercial aspects of KONGSBERG's business activities are paramount, and all tax planning should be done with this in mind. A transaction shall only be made if it satisfies the requirements as well as content pursuant to the tax legislation of the countries in question.
Tax incentives and exemptions are sometimes made available by governments and fiscal authorities in order to support investment, employment and economic development. Where they exist, and are granted to us, we seek to apply them in the manner intended.
We establish entities in jurisdictions suitable to hold our
Focus areas Climate Statement and Key Figures Auditor's Report
The administration principles for KONGSBERG's tax policy comply with the OECD requirements for responsible business conduct globally.
investments, taking into consideration our business activities and requirements, and the regulatory environment available to us.
Tax risk management Our tax team seeks to deliver clear, timely and relevant business advice on tax matters. KONGSBERG manage risk through appropriate risk management processes, controls and guidelines. Where there is uncertainty surrounding the interpretation of tax laws, we will seek second opinions from external tax advisers, having established our own understanding of the position, and/or seek to resolve the uncertainty by dialogue with tax authorities.
Our approach to tax risks follows the same principles that apply to all other business risks. We consider reputation and corporate social responsibility as well as purely financial impacts. When making decisions on tax we take into account the materiality of any item, as well as the costs of effective risk mitigation actions. By being compliant in terms of local tax legislation, we aim to minimize tax risk.
KONGSBERG is transparent in our approach to taxation and our tax positions. We aim to build and sustain relationships with fiscal authorities that are constructive and based on mutual respect. We seek to work in collaboration with fiscal authorities wherever possible to achieve agreement and certainty, and to prevent and resolve disputes.
The tax reporting complies with applicable local tax legislation, as well as with current international reporting requirements and accounting standards such as IFRS.
02 About 03 Sustainability
Focus areas Climate Statement and Key Figures Auditor's Report
KONGSBERG's governance model is closely linked to "the Norwegian Code of Practice for Corporate Governance". The following is an overview of the governance model and organisation linked to sustainability and corporate social responsibility.

The business areas are responsible for follow-up and compliance with policy, goals and governance documents related to sustainability and corporate social responsibility. The practical aspects of the work are usually handled by the business areas, with support from the corporate staff.
The Group's Ethics Committee aims to help raise ethical awareness, ensuring good behaviour and KONGSBERG's good reputation. In the first instance, the Committee shall address matters of principle and questions related to policies and provisions. The composition of the Ethics Committee is subject to Board approval.
Forum for responsible business conduct The Forum is a link between the business areas, the corporate staff and Corporate Executive Management on questions related to business ethics, compliance, sustainability and corporate social responsibility. Its main responsibility is to help promote, further develop and coordinate the Group's efforts in this field.
KONGSBERG has a strong focus on quality management and control. Our quality management systems control all our activities in order to deliver products and services that meet customer's quality requirements. All business areas have integrated management systems that cover relevant topics such as quality, outer surroundings, health, safety and environment, compliance, sustainability, corporate social responsibility and information security. Our quality management addresses both quality in
projects and products and includes quality planning, quality assurance and quality control. KONGSBERG's management system ensures efficient operations and that products are delivered according to the goals and requirements concerning time, cost and performance. Systematic internal quality audits are carried out in the entire value chain.
KDA is certified according to AS9100, ISO9001, AQAP2110, AQAP2210, ISO14001 and ISO27001.
KM and KDI are certified according to ISO9001, ISO14001 and OHSAS18001.
In 2018, KDI and KM prepared a management system for information security, in accordance with ISO 27001, and the plan is to certify the system in the first half of 2019.

Our focus areas describe key sustainability and corporate social responsibility areas and are an integral part of our business strategy.
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report
KONGSBERG delivers high-tech products and services to our customers in an international market. Our business strategy provides the direction and principles that form the basis for our success in the future. Our sustainability strategy supports the mapping of risk and opportunities in the markets where we compete. KONGSBERG's technology and expertise could help to address future needs.
In 2015, our position was clarified through our new strategy "Technology for Global Challenges", based on our business strategy. We have continued this in 2018, and use the UN sustainable development goals in our work in developing the strategy. Our most important contribution to a greener footprint is through technology and solutions for our customers. Applying more sustainable thinking in our innovation also strengthened our global competitiveness.
KONGSBERG has a significant technology and expertise portfolio that includes solutions for aquaculture and food

KONGSBERG supports the Sustainable Development Goals. Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report Focus areas
The relationship between the five main topics in our materiality assessment and GRI Standards is described in more details on our website. Which of the GRI standards and disclosures we report on is described there.
www.kongsberg.com/investor-relations/reports-and-presentations/
production, sustainable resource management, climate and environmental research, transport and renewable energy. Technology companies such as KONGSBERG are very important for sustainable ocean resource utilisation. Here we see significant opportunities and KONGSBERG the "ocean expert" will play an important role in exploiting this potential. In 2018, we signed up to the UN initiative for sustainable use and ocean management. You can read more about this in the sustainable innovation focus area in this report, and on the UN website www.unglobalcompact.org/ take-action/action-platforms/ ocean
Based on our broad portfolio of products and services, our growth ambitions and current global challenges, we need to be ambitious, always deliver what our customers expect and adapt to the markets we operate in.
Our stakeholders play an important role in defining our most important priorities going forward. We gather input through our continuous contact with business partners, participation in various meeting arenas and in one-to-one meetings. Our materiality assessment focuses on 5 main topics:
• Corporate Social Responsibility On the following pages you can read more about these topics and why they are important for us.
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report Focus areas
AREA OF FOCUS 2018–2019

"KONGSBERG takes the prevention of corruption very seriously. We have zero tolerance for corruption among our employees, consultants or business associates. As a company with significant international activities, KONGSBERG has implemented a comprehensive anti-corruption programme, and high ethical standards are an integral part of our business." Geir Håøy, President and CEO
Business Ethics Our Code of Ethics and Business Conduct is regularly updated in line with national and international developments. It expresses our basic attitudes and indicates how we shall relate to colleagues, customers and society at large.
Anti-corruption KONGSBERG has zero tolerance
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report Focus areas
Our Code of Ethics and Business Conduct is the backbone for how we conduct our operations, and the code applies regardless of where, when and which of our employees is doing business.
for corruption. By that, we mean that we will never permit sales to be achieved through corruption. Meanwhile, we recognise that doing business in vulnerable parts of the world may involve greater risks for corruption. For our business partners, zero tolerance in practice means requiring that any historical situations are regularised, that an approved anti-corruption programme is implemented and complied with, and that corruption is clearly denounced through words and actions. Our attitude is expressed clearly through our Code of Ethics and Business Conduct, and our endorsement of the UN Global Compact, the OECD's Guidelines for Multinational Enterprises and our membership of Transparency International. The Board and executive management devote considerable attention to this work.
Our Code of Ethics and Business Conduct is the backbone for how we conduct our operations, and the code applies regardless of where, when and which of our employees is doing business. This Code is communicated to and shall be understood by all employees, and as such shall contribute to a strong business culture, working in a preventive manner against the occurrence of errors and irregularities. Wellintegrated values and the Code of
Ethics and Business Conduct make up an important element of our risk management.
Notification of alleged misconduct The Group has procedures for notification of any breach of the corporate Code of Ethics and Business Conduct. Employees will always have the right to issue alerts about circumstances worthy of criticism, and are under a duty to do so if there is a question of a violation of laws, rules or our corporate Code of Ethics and Business Conduct. KONGSBERG will not tolerate a whistleblower being subject to reprisals or negative reactions.
The Group has two ombudsmen who can provide advice and receive alerts from employees. Internal and external questions about ethics, whistleblowing, etc., can be directed to the Corporate Compliance Officer by sending an e-mail to: [email protected] or to our global web-based notification channel.
In 2018 we have processed eleven cases internally, mainly concerning the work environment and financial irregularities of a personal character.
Exports and sanctions KONGSBERG is committed to complying with all applicable laws regarding exports, imports, transit and trade in all countries in which we operate. These include laws on export bans, sanctions, customs, product/ country of origin labelling and anti-boycotts.
There is a particular focus on the export of defence systems and other military equipment, along with associated technology and services. In Norway, and in most countries KONGSBERG operates in, services and technology subject to export controls can only be exported subject to an export licence from the authorities. Sanctions may apply regardless of export classification, and customers and parties involved in the transaction must be checked with respect to sanctions and export bans.
KONGSBERG has a comprehensive programme for internal control and training in connection with our export activities. Several employees are "Certified Export Control Managers" for both defence materials and dual use goods. This practise will be continued in 2019 to build further expertise.
The UN and the EU are the two most important international institutions making decisions on the imposing or lifting of sanctions. Decisions of the UN and EU largely determine which sanctions Norway implements. In addition, countries such as the USA have imposed further
KONGSBERG Annual Report and Sustainability Report 2018 45
01 Year 2018 05 Directors' Report and
04 Corporate
sanctions against countries and parties that are more comprehensive than those of the UN or EU. KONGSBERG has guidelines and routines to manage this.
The EU General Data Protection Regulation (GDPR) came into effect from May 2018. Over the last two years, KONGSBERG has undertaken work on data privacy in order to comply with the new requirements in the regulation. KONGSBERG had its Binding Corporate Rules (BCR) approved in February 2018. This is the legal basis for the processing of personal data within the Group. This framework forms the basis for how KONGSBERG must ensure that the personal data of our employees, customers and partners is treated in accordance with these requirements. A separate privacy organisation has been set up in the Group and in the business areas with overall responsibility for ensuring and coordinating the establishment of internal processes and procedures, to ensure compliance.
All our new employees go through a training programme that deals with the Group's Code of Ethics
and Business Conduct. The programme is updated regularly, and it consists of e-learning courses and classroom courses for new employees and line managers. In addition, a complex training programme has been further developed in the field of ethics, business-related behaviour and special topics for exposed target groups.
We perform risk assessments in all our business areas and facilitate action plans to reduce identified risk. KONGSBERG operates in both the defence industry and the oil and gas industry, which, according to Transparency International, are two of the sectors most susceptible to corruption.
Our activities involve the use of market representatives. The use of third parties is generally known to imply a high risk of corruption, so we pay particular attention to that aspect of our anti-corruption programme. We have drawn up and implemented comprehensive internal regulations for signing and following up agreements with market representatives. The regulations include assessments of a market representative's
ethical standards and reputation. Further, risk is assessed based on industry, country and company, and approval procedures have been introduced for the use of standard terms of business and verification of payments, as well as for follow-up during the agreement period and including training and audits.
We carry out periodic evaluation of our compliance and anti-corruption programme. The last occasion was in 2017, when an external compliance audit was carried out of Kongsberg Gruppen ASA's (the parent company) anti-corruption system against the new ISO Standard 37001. The main result was satisfactory and a follow-up plan was established for the identified improvement measures. In 2017 and 2018, KM and KDA performed internal compliance audits against the corresponding criteria.
All our new employees go through a training programme that deals with the Group's Code of Ethics and Business Conduct.
| Sustainability in KONGSBERG | KONGSBERG Focus areas |
Governance Climate Statement and Key Figures Auditor's Report |
Financial Statements |
|---|---|---|---|
| GOALS AND ACTIVITIES RESPONSIBLE BUSINESS CONDUCT |
GOALS: Every aspect of our business activities shall be conducted in an ethical and responsible manner |
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| Goals for 2018 – what we said |
Status for 2018 – what did we do? |
Goals for 2019 – 1 year |
Goals for 2020-2023 – 5 years |
| • Carry out external compliance auditing against ISO standard 37001 "Management systems for anti corruption" • Assess certifications |
• The business areas have carried out compliance audits with satisfactory results, and established action plans for improvement measures • We have assessed our certifications and our conclusion is that we will wait for the standard to become more established internationally |
• Follow up of audits that have been carried out against the ISO standard for "Anti-corruption management systems" |
• Carry out external evaluation of compliance and the anti-corruption programme every third year |
| • Revise Code of Ethics and Business Conduct • Further develop and maintain internal policies and procedures |
• Our Code of Ethics and Business Conduct was revised in 2018, with effect from 1 March 2019 • Management documents for due diligence compliance regarding business partners, gifts and hospitality, as well as sponsorship, have been revised in 2018, and the changes will take effect in the first half of 2019. • Our supply chain govern ance documents were revised and distributed in 2018 |
• Implementation of revised governance documents • Develop and maintain internal governance documents |
• Develop and maintain internal governance documents |
| • Carry out risk analyses, internal controls and audits to confirm compliance with legislation, rules and internal procedures. • Carry out risk reduction measures as needed |
• We carry out systematic risk analyses as the basis for risk mitigation measures and internal controls. Internal audits are conducted to confirm that internal control is working. This will be further developed and strengthened in the future |
• Carry out risk analyses, internal controls and audits to confirm compliance with legislation, rules and internal procedures. Carry out risk reduction measures as needed • Strengthen the internal control function in our compliance department |
• Carry out risk analyses, internal controls and audits to confirm compliance with legislation, rules and internal procedures. Carry out risk reduction measures as needed |
| 01 Year 2018 | 02 About KONGSBERG |
03 Sustainability | 04 Corporate Governance |
05 Directors' Report and Financial Statements |
|---|---|---|---|---|
| Sustainability in KONGSBERG | Focus areas | Climate Statement and Key Figures | Auditor's Report | |
| GOALS AND ACTIVITIES RESPONSIBLE BUSINESS CONDUCT |
GOALS: Every aspect of our business activities shall be conducted in an ethical and responsible manner |
|||
| Goals for 2018 – what we said |
Status for 2018 – what did we do? |
Goals for 2019 – 1 year |
Goals for 2020-2023 – 5 years |
|
| • Further develop and carry out continuous training |
• in 2019 |
We have a comprehensive • training plan. In 2018, we carried out training with some minor deviations from and delays to the plan. We will strengthen and develop our training |
Further develop and carry out continuous training |
• Further develop and carry out continuous training |
| • Further develop good forms of cooperation with business partners and other external parties |
• understanding of |
We have established a • good basis for a common compliance requirements and the agreement with our business partners. This is followed up systematically during cooperation meetings. |
Maintain and further develop good forms of cooperation with business partners and other external parties |
• Maintain and further develop good forms of cooperation with business partners and other external parties |
| • Further develop and maintain incentives and KPIs for ethics and integrity, as well as internal rules and procedures for reactions and sanctions |
• the follow-up of compliance and |
Ethics and integrity are • part of our management evaluation systems. We have established internal rules and procedures for notification issues, as well as employee issues in general. We will develop this further in 2019 |
Further develop and maintain incentives and KPIs for ethics and integrity, as well as internal rules and procedures for reactions and sanctions |
• Maintain and further develop incentives and KPIs for ethics and integrity, as well as internal rules and procedures for reactions and sanctions |
| • Continue to communicate a clear and distinct "Tone at the Top" to all managers at all levels |
• | Responsible business • operations, including business ethics and compliance, is part of presentations and leadership messages from the CEO and heads of all business areas |
Continue to communicate a clear and distinct "Tone at the Top" to all managers at all levels |
• Continue to communicate a clear and distinct "Tone at the Top" to all managers at all levels |
KONGSBERG Annual Report and Sustainability Report 2018 48
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report
AREA OF FOCUS 2018–2019

KONGSBERG has a long-term commitment to the reduction of greenhouse gases and other negative environmental effects. Our most important contribution is to use our technology and expertise to develop even more climate-friendly solutions for our customers. This effort will often coincide with the desire to reduce costs and increase efficiency and security. Our competitiveness will be strengthened as a result of these efforts.
We deliver systems for integrated maritime automation and navigation, cargo management and level sensors, temperature sensors and pressure transmitters to the merchant marine and
passenger market. Our bridge systems ensure safe and efficient passage for vessels around the world. Our control and monitoring technology continues to introduce new efficiencies for ships, enabling smarter, more
profitable operation through fuel reduction, hybrid solutions and process automation.
Our most important contribution is to use our technology and expertise to develop even more climate-friendly solutions for our customers. Our investment in wind power is starting to have an impact in the market, we have engaged in ocean farming that provides climate friendly food production, and we are at the forefront of developing batterypowered autonomous ships.
We deliver products and systems to fisheries all over the world, as well as technology that facilitates more sustainable offshore ocean
farming. We are a world-leading manufacturer of scientific instruments for research on fisheries. Single beam and multibeam echosounders and sonars are used on research vessels globally, where scientists rely on our technology and precise measurements.
KONGSBERG has, in cooperation with the Norwegian Armed Forces, developed anti-ship missiles that help secure national sovereignty in Norwegian ocean territories, air defence systems that secure our military airbases, weapon stations that secure our armed forces and technology that monitors maritime transport. A national defence industry contributes to make Norway
less vulnerable and will secure our autonomy as a democracy.
KONGSBERG has extensive experience in automation, analysis and sensors. This is how we can provide the energy industry with applications and features for smart data and decision support. Kognifai ensures the full integration of systems and sensors to provide wind farm owners with a comprehensive status-based maintenance system. The system includes real-time performance monitoring, maintenance forecasts and product optimisation, which will improve operational efficiency.

Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report
Over the next few years, transport from Yara's fertiliser plant in Porsgrunn to Brevik and Larvik will be handled by the Yara Birkeland – the world's first electric, autonomous and zero-emission container ship. In addition to reducing NOX and CO2 emissions, Yara Birkeland will improve road safety

*by removing up to 40,000 truck loads per year from the roads in populated and urban areas. KONGSBERG is responsible for the development and delivery of all key technology on board the Yara Birkeland. It was announced in August that Yara Birkeland will be built by VARD in Brevik. Norwegian Prime Minister Erna Solberg attended the signing of the agreement between Yara and VARD in Brevik.
In August 2018, it was announced that Kongsberg Maritime, together with the Chinese company Nanjing Jinling Shipyard, had been awarded a contract for nine roll-on/roll-off (Ro-Ro) vessels to the Italian company Grimaldi Group. These are hybrid technology ships powered by electricity
when they are docked and by conventional fossil-based fuel during transportation. One Ro-Ro vessel will weigh 64,000 metric tonnes; it will be 238 metres long and 34 metres wide. "We are happy to have secured these contracts that will strengthen our position in the hybrid ship market. The project will involve resources from both Norway and China", says president of Kongsberg Maritime, Egil Haugsdal.

Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report
There is a global demand for innovation within food production. By the year 2030, global food production must increase by 70 per cent – with less use of resources and a minimal ecological footprint. Two-thirds of the earth's surface is covered with water, but only 2 per cent of this is used for food production. KONGSBERG are working together with Ocean Farming
to develop the world's first digital ocean farm, "Ocean Farm 1". The first generation of farmed fish was harvested in January 2019. However, the real leap is expected to come with the "Smart Fish Farm", which will be twice as big as the ocean farm and is set to be launched in 2022.

Illegal fishing is a global problem and a serious threat to fish populations and marine ecosystems. Kongsberg Satellite Service (KSAT) communicates with satellites every time they pass over the ground station on Svalbard. Much like the Troll research station in Antarctica, they receive information from the satellites that circle the Earth in as little as

100 minutes. In the fight against illegal fishing, these satellites can supply radar images or highresolution images to identify vessels, etc. Combined with the AIS (automatic identification system), this can help detect vessels that are in places where they are not supposed to be.
02 About 03 Sustainability
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report Focus areas


KONGSBERG is an enterprise based on knowledge and expertise, where the greatest asset is our employees. We must offer a safe, exciting, attractive and evolving workplace to attract a diversity of the right competences and ensure we manage this through our global operations.
KONGSBERG's vision for health, safety and the environment is zero events, accidents or fatal injuries involving our employees, visitors, customers or partners in our global operations. To achieve this vision, KONGSBERG
continuously works on building a strong culture with visible corporate management – a culture where we conduct risk analyses on a frequent basis to implement risk reduction measures. Safety must always come first, and our employees and partners are in-
KONGSBERG Annual Report and Sustainability Report 2018 53
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report Focus areas
We will work systematically with HSE to ensure a good working environment, prevent injuries and accidents and work to reduce sickness absence.
structed to stop work if it involves a safety risk. We all have a personal responsibility for making our joint HSE efforts preventive.
We will work systematically with HSE to ensure a good working environment, prevent injuries and accidents and work to reduce sickness absence. There is a focus on increasing the number of reported near-accidents and HSE observations, and these measures will contribute to reduce the number of injuries and accidents. HSE data are collected from all companies in the Group and are reported to the corporate executive management and then to the Board each quarter.
We are committed to prevent discrimination and prevent harassment. We have zero tolerance for unacceptable behaviour and motivate our employees to report such incidents.
Leadership at KONGSBERG is all about creating values and achieving results through people. The key to success lies in the combination of good management and dedicated employees. Managers shall exercise their leadership based on our values, the Corporate Code of Ethics and Business Conduct and management principles. On the basis of this, we have implemented a management development programme, Leadership@ KONGSBERG, that will contribute to clarifying and quality assuring processes for goal setting, follow-up and evaluation.
An important condition for long-term success is that KONGSBERG properly manages employee competencies. The Group is aiming to increase the exchange of knowledge and staff between the business areas. Good work processes and development opportunities are important incentives in recruiting and retaining good employees. KONGSBERG puts emphasis on strengthening competences and is continuously working to develop our employees. Individuals and teams who comply with our values and demonstrate good behaviour are to be appreciated. This culture will help us attract people with the right competences and behaviour to address the technical challenges of tomorrow in a sustainable manner. Every other year, a global job satisfaction survey is conducted to provide feedback on how employees experience working conditions and the working environment.
We support and respect international human rights and labour rights that are set out in the UN's Universal Declaration of Human Rights, the UN Convention on the Rights of the Child, ILO (International Labour Organisation) Core Conventions
and the OECD Guidelines for Multinational Enterprises.
KONGSBERG will ensure that the salaries and conditions of all employees are in accordance with local legislation, agreements and guidelines.
Diversity and gender equality creates value and makes us more competitive. It expands the mind-set and has a positive influence on the company's strategy and management. Therefore, we work systematically and purposefully to recruit, develop and retain people of different age groups, ethnicity and gender. Diversity must be implemented as a focus of promotion, recruitment and management development, with periodic measurement and follow-ups. The 2018 goal for diversity and gender equality was to increase the share of women in management positions, with a focus on operational positions and international operations. This focus area will be continued in 2019.
We operate in nearly 30 countries and security and emergency preparedness for our personnel is our top priority. Our ethical guidelines provide a clear framework for how we work, regardless of country and region. They give us the license to operate and are essential for our very existence

and our reputation. Our international growth involves new partners and supplier chains, which means increased focus on matters related to human rights and labour rights.
A world of instability and many threats requires a higher degree of information and security of our intellectual property rights. We rely on having loyal employees who follow our standards of confidentiality and integrity. Risk management and vulnerability analysis are tools for applying the right level of security.
Due to digitalisation and accelerating technological development, our employees need to upgrade their skills continuously. Moreover, it will lead to new knowledge requirements in the future. KONGSBERG is a global company with employees located throughout the world. This leads to major variations within language, culture and ethnicity, and requires good and effective leadership. Knowledge sharing and collaboration through networks across the established structures provides added value for the company and is expected to become a more usual working method.
We must communicate effectively and through appropriate channels both internally and externally. Both our social media profile and our 6,842 employees should reflect this in relation to the outside world.

From Johnstown, USA
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report
GOALS AND ACTIVITIES HEALTH, SAFETY AND THE ENVIRONMENT & PEOPLE Further develop our global organisation and actively pursue diversity to foster an environment and a culture where everyone feels included
| Goals for 2018 – what we said |
Status for 2018 – what did we do? |
Goals for 2019 – 1 year |
Goals for 2020-23 – 5 years |
|---|---|---|---|
| HUMAN RIGHTS AND WORKERS' RIGHTS • Carry out risk assessment related to human rights and employee rights and complete Due Diligence |
• Risk evaluation and Due Diligence in the context of human rights and employee rights has been carried out at selected locations with minor deviations • No issues or violations related to the areas were reported in 2018 |
• Carry out risk assessment related to human rights and employee rights and complete Due Diligence • Ensure that new companies in the Group have the same focus on this topic |
• International growth and establishment in new countries leads to increased attention on human rights and employee rights |
| DIVERSITY AND GENDER EQUALITY • We are maintaining our focus on diversity (gender, ethnicity, etc.), gender equality and inclusion with a continued focus on the following: 1. Increase the focus on diversity in all our international operations 2. Strengthen the focus on social exclusion 3 Female managers in operational positions |
• We have begun measuring diversity in our international opera tions and measuring social exclusion and the percentage of female managers in operational positions. These measurements are followed up on a quarterly basis. |
• We are maintaining our focus on diversity (gender, ethnicity, etc.), gender equality and inclu sion with the following: 1. Increase the focus on diversity in all our international operations 2. Strengthen the focus on social exclusion 3. Female managers in operational positions |
• Further develop our global organisation and actively pursue diversity to foster an environment and a culture where everyone feels included |
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report
GOALS AND ACTIVITIES HEALTH, SAFETY AND THE ENVIRONMENT & PEOPLE Further develop our global organisation and actively pursue diversity to foster an environment and a culture where everyone feels included
Goals for 2018 – what we said Status for 2018 – what did we do? Goals for 2019 – 1 year
Goals for 2020-23 – 5 years
ORGANISATIONAL DEVELOPMENT
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report
One of our goals is to prevent all incidents, accidents or fatal injuries involving our employees, visitors, customers or partners. Safety is always most important. Our HSE culture is built on being proactive, and on transparent reporting, which ensures learning and continuous improvement. The HSE culture will be part of our business processes.
In 2018, KONGSBERG continued working towards our HSE vision. The Group's HSE forum, which consists of HSE managers from all business areas, is responsible for carrying out joint activities that apply to the entire Group. A milestone in 2018 was establishing and arranging KONGSBERG Global HSE Day, where "Awareness" was an overarching topic. Local initiatives adapted to the individual risk environments were encouraged. This event also included the presentation of Safe@Kongsberg, our very own HSE brand.
Our HSE KPIs have also seen a positive development. The number of incidents with and without absence has been reduced. This year there was a focus on reporting more near-accidents and observations, which has contributed to the reduction.
Travel activity is one of our greatest risk areas. Systematic training of managers and employees has helped ensure proper conduct and safe journeys. An emergency team has been established to handle any incident that might occur in connection with our employees' travels.
Going forward, our HSE work will still strive for continuous improvement. In addition, the companies that are set to become part of KONGSBERG in 2019 will provide valuable knowledge.

A fire drill was one of many activities during the "KONGSBERG Global HSE Day". This is from our premises in China.
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report
It expands the mind-set and has a positive influence on the company's strategy and management. The importance of this work is reflected in our HR strategy and by the Board. We work systematically and purposefully to recruit, develop and retain people of different age groups, ethnicity and gender. Recently, the main focus has been on the gender balance. The focus on diversity must be implemented in promotion, recruitment and management development, with periodic measurement and follow-up.
In common with other technology companies, KONGSBERG is facing challenges in that the proportion of women choosing a career in technology continues to be low. In 2018, the percentage of women in technology careers was recorded as 19.9 per cent. The percentage of women in the company is increasing and is now at 22 per cent.
The proportion of female managers at KONGSBERG has also increased noticeably. There are multiple reasons for this. The most important thing is to have ambitions and targets, and then measure the results driving behavioural change. The HR strategy includes several concrete measures supporting these targets.
One of our initiatives to motivate women to apply for management roles has been Female Forum. The intention behind the forum is to give female managers an opportunity to meet and use the network as a tool. In 2018, Female Forum was implemented in China, in addition to Norway.
Within the recruitment of women, for example, we have in recent years worked actively internally to bring women into senior positions, and externally to help more women choose a career in technology. A key factor has been awareness when hiring new managers. This has produced results, and is a consequence of targeted work and concrete measures.
Lorum ipsum her står bildetekst til bildet. In 2018, Female Forum was implemented for the first time in China.
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report


Sustainability and corporate social responsibility in the supply chain covers suppliers' relationships with ethical guidelines, human rights, workers' rights, anti-corruption, the climate and the environment. Systematic and good collaboration on corporate social responsibility in the supply chain is part of our strategy for responsible business operations. This contributes to reduce risk and increase quality in the value chain.
KONGSBERG has more than 7,000 suppliers globally, with about half of them being Norwegian. This
means we help to safeguard jobs and build competence, not only where we have operations, but also to a large extent where we Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report Focus areas
We see it as our ethical responsibility to ensure that the entire value chain relating to our products satisfies our requirements for sustainability and corporate social responsibility, although the legal responsibility rests with the individual supplier.
use suppliers. The suppliers are an important part of our value creation, at the same time as we are important and in many cases essential to their value creation. We want to work with suppliers that share our values and requirements regarding responsible business conduct. This is specified in our "Supplier Conduct Principles", which is part of our supplier agreements.
The business areas have established processes and systems for carrying out risk assessments of all critical suppliers and suppliers with purchases above specified limits. The risk assessment covers existing and new suppliers and includes the assessment of environmental conditions, human rights and employee rights, HSE, business ethics and anti-corruption. Based on the result of the initial risk assessment, the supplier is followed up with additional assessment and possible measures.
We see it as our ethical responsibility to ensure that the entire value chain relating to our products satisfies our requirements for sustainability and corporate social responsibility, although the legal responsibility rests with the individual supplier. We follow up our responsibility through clear requirements in our agreements with suppliers as well as risk-based follow-up and audits. Our suppliers are obliged to require the same standards of their subcontractors.
Making sure that all subcontractors throughout the value chain comply with our requirements is our main challenge.
Reduction of risk gives increased quality.

Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report
GOALS: We will follow up annual action plans prepared by each individual business area
| Goals for 2018 – what we said |
Status for 2018 – what did we do? |
Goals for 2019 – 1 year |
Goals for 2020-23 – 5 years |
|---|---|---|---|
| • Revise management documents for the supply chain to increase efficiency and clarify requirements |
• Our "Supplier Conduct Principles" requirements and our internal regulations for risk assessment and follow-up of the supply chain were updated in 2018 |
• Carry out annual internal training for the pur chasing organisation • Develop e-learning courses for our suppliers |
• Continuously assess the need to update governance documents, methodologies, tools and training for our own employees and suppliers • Evaluate and further develop work with a sustainable value chain |
| • Follow up annual action plans prepared by each individual business area, including implementation of planned audits |
• All business areas have carried out risk-based follow-up of their supply chains |
• Ensure compliance with our requirements for subcontractors through agreements and audits |
• Make effective follow-up of the supply chain through the development and automisation of administration and by setting effective KPIs. |

Audits are part of our continuous improvement.
PEOPLE AND THE
LOCAL COMMUNITY
AREA OF FOCUS 2018-2019
KONGSBERG contributes to value creation and economic development in the communities where we operate. Being an international technology group means that KONGSBERG also has a larger social responsibility. We have a particular focus on nurturing children's and young people's interests and skills in the natural sciences. Moreover, we invest in the local communities wherever we have a presence, and in our employees and their families by supporting sports, culture and social activities.
We support children and young people to raise interest in the natural sciences
The natural sciences are essential to solving some of the challenges
the world is facing. Therefore, we want to motivate children and young people to study physics, maths and natural sciences through a variety of measures, all
KONGSBERG Annual Report and Sustainability Report 2018 63
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report Focus areas
the way from kindergarten to college.
We therefore support the science centre Kongsberg Vitensenter, which is free to schools and kindergartens. Children are introduced to the natural sciences through play and experiments, as well as teaching modules in subject areas such as energy, mechanics, mathematics, technology and animation with more for the older ones. We collaborate with a number of lower and upper secondary schools, colleges and universities in Norway. Here we hold motivational lectures, invite people to visit the company, participate in career days and take on students for work placement. We support selected student projects where the students wish to write their master's degree in collaboration with KONGSBERG.
KONGSBERG has a strong focus on vocational education and we offer, along with other companies in the town of Kongsberg, a unique training programme for apprentices through the K-Tech training centre. An apprenticeship certificate programme in polymer composites has also been established at the composite factory in Kongsberg.
KONGSBERG has collaborated with NTNU to establish the world's first professorship in Big Data Cybernetics, which combines the fields of chemometrics
In 2018, 123 students out of 1,300 applicants got summer jobs with KONGSBERG.
and cybernetics. The agreement involves a five-year endowed professorship sponsored by KONGSBERG.
KONGSBERG is the main sponsor for two multidisciplinary student projects at NTNU where students get to set theory into practice. KONGSBERG has since 2014 been the main sponsor of Revolve NTNU. Every year a new team of students develops, designs and builds a racing car to compete with. Ascend is a project that participates in the annual International
Over the last ten years, our summer project LocalHawk has been popular among students. In 2018, the students had the task of creating an autonomous drone swarm.

Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report Focus areas
The summer project SmartShip was run for the first time in 2018. The project is based on the zero-emission, electric, autonomous container ship, Yara Birkeland.

Aerial Robotics competition, where the goal is to push the limits of what autonomous drones are capable of doing.
In 2016, we opened the KONGSBERG Innovation Center, where our employees can bring their children and experiment with drones, robots and visualisation. The centre is also used in connection with visits from local school classes and educational institutions and students that we collaborate with.
Through the summer jobs, students get to see what opportunities are available when they graduate, and we hope this will motivate them to study harder and complete their degrees. At the same time, it is a good recruitment arena for us where we get to know the students better.
Contributions to sports, culture and social activities KONGSBERG's sponsor strategy focuses on activities and projects in Norway and internationally within the following areas:
• Social, humanitarian and/or environmental activities – locally, nationally and internationally – that focus on sustainability.
In Norway we have concentrated on supporting organisations in the local communities where we are represented. KONGSBERG has chosen to support many different sports, especially for children and young people, and we always sponsor teams and not individuals. Our two biggest cultural sponsorships are with the Kongsberg Jazz Festival and Glogerfestpillene (classical music festival). Both festivals hold a very high professional level and have their own programmes for developing young talents.
KONGSBERG has chosen to support many different sports, especially for children and young people, and we always sponsor teams, not individuals.
Sustainability in KONGSBERG Climate Statement and Key Figures Auditor's Report
Since 2013, KONGSBERG has collaborated with NTNU in arranging the student competition YOUR EXTREME. This is a 48 hour case competition, where groups of 2–5 students work on solving a hypothetical future scenario where sustainability and technology are at the core of the problem.
The purpose of the competition has been to motivate students to complete their degrees, due to the significant drop-out of first and secondyear students in certain subjects, and to relate their theoretical knowledge to solving practical problems they may encounter in working life.
In 2018, the topic of the competition was "The ocean space – food production at sea". The challenge presented was to describe how to exploit the opportunities of the seas and create a sustainable aquaculture and food production on an industrial scale. The students were asked to design the "from sea to plate" value chain on an overarching level, reflect on technical and societal issues connected to sea-related food production, and subsequently describe the solution and go into detail regarding one or two of the technical solutions proposed.
This year's winner was the team "Worst Case Scenario". Their proposal was based on circular economic theory which entails designing an industry so that the fewest possible resources are wasted. In their entry, the team demonstrated the use of technology and expertise in an innovative and sustainable way. Their solution addressed five criteria: Problem delimitation, innovation, feasibility, sustainability and market potential.
The winners were named by a jury consisting of Geir Håøy, CEO and president of KONGSBERG, Pål André Eriksen, KONGSBERG's Technology Forum, Gunnar Bovim, rector at NTNU, Martha Kold Bakkevig, KONGSBERG board member and Alexandra Bech Gjørv, CEO of SINTEF.

Climate Statement and Key Figures
Sustainability in KONGSBERG Focus areas Auditor's Report

The climate and environmental statement provides an overview of KONGSBERG's consumption of energy, CO2 emissions and waste processing.
The statement includes all Norwegian units, all production units and major offices abroad. The key figures include a presentation of the results within the fields of value creation, employee relations and health and safety, in addition to the climate and environment.
Climate Statement and Key Figures
Sustainability in KONGSBERG Focus areas Auditor's Report
The Group has adopted a target of reducing CO2 greenhouse gas emissions by 20 per cent relative to turnover or in absolute figures by the end of 2020, with the baseline in figures from 2015.
CO2 emissions in 2015 were just under 40,000 metric tonnes. This figure went down to around 32,500 metric tonnes in 2017, but then increased to almost 35,500 metric tonnes in 2018. The achieved reduction in CO2 emissions from 2015 to 2018 was 10 per cent.
The changes are primarily related to flights and transport of products and goods. Emissions from flights will of course fluctuate with the activity level. In 2018, a significant increase in activity due to work that typically requires travel, such as customer support business at KM, resulted in more flights. Reducing
emissions from flights is one of the actions in our sustainability strategy and we plan to further strengthen our efforts in this area by using analyses and evaluating different measures for achieving our environmental targets.During the same period, CO2 emissions measured relative to turnover was reduced by 4 per cent.

Graphs: CO2 emissions (metric tonnes) for KONGSBERG. Emissions from the consumption of fossil fuels for the production of district heating supplied by Kongsberg Technology Park are included in direct emissions. Indirect emissions include the consumption of electricity, district heating and cooling from external suppliers within the business areas, as well as the consumption of electricity for the production of district heating and cooling in Kongsberg Technology Park.
KONGSBERG's CO2 emissions are mainly calculated in accordance with the recommendations of the "Greenhouse Gas Protocol" published by the World Business Council for Sustainable Development (WBCSD) and the World Resources Institute (WRI).
| Sustainability in KONGSBERG | Focus areas | Climate Statement and Key Figures | Auditor's Report | ||
|---|---|---|---|---|---|
| KONGSBERG | Governance | Financial Statements | |||
| 01 Year 2018 | 02 About | 03 Sustainability | 04 Corporate | 05 Directors' Report and |
Direct CO2 emissions (scope 1) have been reduced by 22 per cent from 2017 to 2018 and account for only 2 per cent of the total CO2 emissions for KONGSBERG.
Indirect CO2 emissions (scope 2) have increased by 6 per cent since last year, and account for around 30 per cent of the total emissions.
Other emissions (scope 3) make up two thirds of the total, divided into flights, with 47 per cent, and the transport of goods and merchandise, with 21 per cent of the total. There are some omissions in the reporting of flights booked outside Norway.
| Changes | |||
|---|---|---|---|
| Metric tonnes in the last year |
2018 | 2017 | 2016 |
| Scope 1 (Direct emissions) -22% |
830 | 1 065 | 702 |
| Oil and gas (business area) | 631 | 943 | 605 |
| Oil and gas (Kongsberg Technology Park) | 199 | 122 | 97 |
| Scope 2 (Indirect emissions) 6% |
10 290 | 9 670 | 10 199 |
| Electricity (business area) | 8 521 | 8 007 | 8 432 |
| Electricity (Kongsberg Technology Park) | 1 766 | 1 656 | 1 761 |
| District heating from external suppliers | 3 | 7 | 6 |
| District cooling from external suppliers | 0 | 0 | 0 |
| Scope 3 (Other emissions) 33% |
16 800 | 12 607 | 12 328 |
| Flights purchased in Norway | 10 224 | 8 936 | 8 845 |
| Flights purchased abroad | 6 576 | 3 671 | 3 483 |
| Total without shipping 20% |
27 920 | 23 342 | 23 229 |
| Transport of goods and products paid for in Norway -18% |
7 546 | 9 175 | 10 235 |
| Total including shipping 9% |
35 466 | 32 517 | 33 464 |
1) Source: 2015 data from the Department for Environment, Food & Rural Affairs, UK. www.ukconversionfactorscarbonsmart.co.uk. For Norway, a location-based factor of 50t CO2/GWh has been used (this emission factor for Norway has also been used in previous reporting years).
2) CO2 emissions from transport are limited to import, export and domestic transport, payable in Norway.


Graphs: Total energy consumption for KONGSBERG. The figures include electricity, oil and gas, as well as recycled energy used by Kongsberg Technology Park for the production of district heating, district cooling and compressed air also supplied to non-KONGSBERG companies.
KONGSBERG uses energy in the form of electricity, district heating, district cooling, gas and heating oil in its operations. Kongsberg Technology Park produces district heating, district cooling and compressed air for businesses based in the technology parks in Kongsberg. Approximately half is supplied to other businesses in the technology park. District heating and district cooling are produced
using electricity, heating oil, gas and heat recovery. Efficient technology makes it possible to recover in the range of 20-25 GWh heat at the facility at Kongsberg Technology Park. The use of as much recovered heat as possible in the facility is desirable, as this helps reduce a similar consumption of oil, gas and electricity. In 2018, 25 GWh was recovered at the facility.

Graphs: Total waste production for KONGSBERG (metric tonnes). Waste volumes are included in KONGSBERG's internal environmental reporting, where waste generated is divided into waste categories and waste for recycling divided into recycling fractions. There were no major changes in total waste volumes from 2017 to 2018.
Climate Statement and Key Figures
Sustainability in KONGSBERG Focus areas Auditor's Report
| MNOK | 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 |
|---|---|---|---|---|---|---|---|
| ADDED VALUE | |||||||
| Salaries | 4 638 | 4 417 | 4 649 | 4 725 | 4 537 | 4 304 | 3 894 |
| Dividends | 450 | 450 | 450 | 510 | 1 110 | 630 | 450 |
| Dividends – % of earnings (new reporting) | 64% | 81% | 69% | ||||
| Interest to lenders | 100 | 110 | 63 | 24 | 30 | 43 | 37 |
| Retained earnings | 254 | 109 | 201 | 245 | (230) | 595 | 854 |
| OTHER FINANCIAL KEY FIGURES | |||||||
| Costs related to the purchase of goods and services | 7 239 | 7 610 | 8 722 | 9 143 | 8 497 | 8 439 | 8 107 |
| Financial support received from authorities | 53 | 59 | 35 | 18 | 21 | 14 | 16 |
| INCOME TAX EXPENSE | |||||||
| Norway | 61 | (15) | (40) | 85 | 291 | 332 | 416 |
| Rest of Europe | 14 | 13 | 17 | 9 | 27 | 11 | 14 |
| North and South America | 38 | 33 | 48 | 49 | 50 | 55 | 32 |
| Asia | 27 | 64 | 53 | 46 | 37 | 21 | 43 |
| Total | 140 | 95 | 78 | 189 | 405 | 419 | 505 |
| MNOK | 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 |
|---|---|---|---|---|---|---|---|
| Financial support to organisations, etc. 1) | 6.9 | 9.1 | 12.4 | 9.3 | 8.8 | 7.3 | 6.7 |
1) In addition, there is funding for professorships and direct costs such as wages etc. for our own employees contributing in part-time positions at various colleges and educational institutions. See pages 63–65 for further information.
Climate Statement and Key Figures
Sustainability in KONGSBERG Focus areas Auditor's Report
| 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | |
|---|---|---|---|---|---|---|---|
| LEVEL OF EDUCATION | |||||||
| Master's degree (%) | 29 | 29 | 29 | 28 | 28 | 29 | 28 |
| – of which doctorates (PhD) | 2 | 2 | 2 | 1 | 1 | 1 | 2 |
| Bachelor's degree (%) | 36 | 35 | 35 | 37 | 36 | 34 | 36 |
| Technicians (%) | 12 | 12 | 12 | 15 | 14 | 14 | 14 |
| Production workers (%) | 11 | 11 | 11 | 11 | 11 | 11 | 10 |
| Other (%) | 11 | 13 | 13 | 10 | 11 | 11 | 12 |
| NUMBER OF EMPLOYEES | |||||||
| Number of employees, total | 6 842 | 6 830 | 7 159 | 7 688 | 7 726 | 7 493 | 7 259 |
| Number of full-time equivalents (FTEs) | 6 771 | 6 728 | 7 027 | 7 571 | - | - | - |
| Number of full-time employees | 6 674 | 6 636 | 6 963 | 7 364 | 7 470 | 7 171 | 7 003 |
| Number of part-time employees | 168 | 194 | 196 | 324 | 256 | 322 | 256 |
| AGE | |||||||
| Average age | 43 | 43 | 42 | 41 | 41 | 41 | 40 |
| Employees under age 30 (%) | 13 | 14 | 15 | 19 | 21 | 21 | 22 |
| Employees between ages 30 and 50 (%) | 59 | 57 | 58 | 56 | 55 | 56 | 55 |
| Employees over age 50 (%) | 28 | 29 | 27 | 25 | 24 | 23 | 23 |
| PERCENTAGE OF WOMEN | |||||||
| Women as a % of the number of employees | 21.8 | 21.5 | 21.2 | 21.0 | 20.9 | 21.4 | 21.2 |
| Women in managerial positions as a % of total managerial positions | 20 | 20 | 19 | 18 | 18 | 21 | 19 |
| Shareholder-elected women on the Board (%) | 60 | 60 | 40 | 40 | 40 | 40 | 40 |
| TURNOVER | |||||||
| Turnover (employees who have resigned) | 465 | 357 | 477 | 430 | 516 | 587 | 459 |
| Turnover (%) | 6.8 | 5.2 | 6.7 | 5.6 | 6.7 | 7.8 | 6.3 |
| – Men | 5.6 | 4.2 | 6 | 4.2 | 5.5 | 5.9 | 5.2 |
| – Women | 1.2 | 1.0 | 0.7 | 1.4 | 1.2 | 1.9 | 1.1 |
| 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | |
|---|---|---|---|---|---|---|---|
| Sick leave as a % of hours worked | 2.6 | 2.3 | 2.5 | 2.6 | 2.6 | 2.5 | 2.4 |
| Sick leave for the Norwegian companies | 3.0 | 2.8 | 2.8 | 2.8 | 3.0 | 3.1 | 2.8 |
| Number of reported injuries per million hours worked (TRI)1) | 1.6 | 3.2 | 3.5 | 4.1 | 4.7 | 3.7 | 1.5 |
| Number of lost time days per million hours worked (ISR) | 17.6 | 16.2 | 32.0 | 14.2 | 45.3 | 15.6 | 13.6 |
| Number of reported injuries leading to absence among employees | 13 | 31 | 40 | 20 | 34 | 27 | 5 |
| Total number of injuries among employees2) | 71 | 129 | 176 | 196 | 240 | 86 | 54 |
| Total number of near-accidents among employees | 379 | 232 | 183 | 140 | 140 | 158 | 78 |
| Registered work-related fatalities | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
1) Includes lost time injuries and injuries involving medical treatment.
2) Includes lost time injuries, injuries involving medical treatment and injuries treated with first-aid.
Climate Statement and Key Figures
Sustainability in KONGSBERG Focus areas Auditor's Report
| 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | |
|---|---|---|---|---|---|---|---|
| CO2 EMISSIONS |
|||||||
| CO2 emissions (metric tonnes) 3) |
27 920 | 23 342 | 23 229 | 25 933 | 26 006 | 25 294 | 19 579 |
| CO2 emissions from transport (metric tonnes) (first reported in 2015) |
7 546 | 9 175 | 10 235 | 13 335 | |||
| Total CO2 emissions (metric tonnes) |
35 466 | 32 517 | 33 464 | 39 268 | |||
| CO2 emissions relative to sales (metric tonnes/MNOK) |
2.5 | 2.2 | 2.1 | 2.4 | |||
| CO2 emissions relative to man-years of labour (metric tonnes/ |
|||||||
| man-years of labour) | 5.2 | 4.7 | 4.8 | 5.3 | |||
| ENERGY USE | |||||||
| Electricity (MWh) | 102 071 | 92 795 | 96 734 | 91 582 | 91 340 | 94 802 | 79 218 |
| Gas/oil (MWh) | 4 095 | 5 397 | 3 471 | 4 400 | 4 123 | 4 601 | 6 092 |
| Heat recovery (MWh) 1) | 25 004 | 26 208 | 22 591 | 23 366 | 26 733 | 20 342 | 20 844 |
| Energy consumption (MWh) per employee | 19.2 | 18.2 | 17.2 | 15.5 | 15.8 | 16.0 | 14.6 |
| Energy consumption (MWh/MNOK) | 9,1 | 8.6 | 7.7 | 7.0 | 7.4 | 7.3 | 6.8 |
| WASTE (METRIC TONNES) | |||||||
| Waste for recycling | 937 | 866 | 1 016 | 1 410 | 1 048 | 1 100 | 1 100 |
| Residual waste | 549 | 665 | 583 | 560 | 604 | 550 | 200 |
| Hazardous waste | 402 | 353 | 387 | 398 | 136 | 285 | 484 |
1) Energy recovery at Kongsberg Technology Park, as well as purchased district heating and remote cooling from external companies. A change in the method of calculation from 2014 means that the figures for 2014 are not directly comparable with previous years.
2) Most of the flights ordered from our international locations are included in the CO2 accounts for 2013, accounting for a significant share of the increase from 2012 to 2013.
In November 2018, KONGSBERG and Yara were awarded the Confederation of Norwegian Business Climate prize for the development of the world's first electric autonomous container ship – Yara Birkeland.

02 About 03 Sustainability
Sustainability in KONGSBERG Focus areas Climate Statement and Key Figures
Auditor's Report
Deloitte AS Dronning Eufemias gate 14 Postboks 221 Sentrum NO-0103 Oslo Norway
Tel: +47 23 27 90 00 Fax: +47 23 27 90 01 www.deloitte.no
To the management of Kongsberg Gruppen ASA
We have reviewed certain information presented in the KONGSBERG Sustainability Report 2018, presented on pages 34 – 74 in the KONGSBERG Annual Report and Sustainability Report 2018, as well as information referred to from page 43 in the report (in total referred to as "the Report"). The Report is the responsibility of and has been approved by the management of the Company. Our responsibility is to draw a conclusion based on our review.
We have based our work on the international standard ISAE 3000 "Assurance Engagements other than Audits and Reviews of Historical Financial Information", issued by the International Auditing and Assurance Standards Board. The objective and scope of the engagement were agreed with the management of the Company and included the subject matters on which we provide our conclusion below.
Based on an assessment of materiality and risks, our work included analytical procedures and interviews as well as a review on a sample basis of evidence supporting the subject matters. We have conducted interviews of managers responsible for preparing the Report and for sustainability aspects at corporate level.
We believe that our work provides an appropriate basis for us to draw a conclusion with a limited level of assurance on the subject matters. In such an engagement, less assurance is obtained than would be the case had an audit-level engagement been performed.
Based on our review, nothing has come to our attention causing us not to believe that:
Oslo, 21 March 2019 Deloitte AS
Eivind Skaug Frank Dahl State Authorized Public Accountant Deloitte Sustainability
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as "Deloitte Global") does not provide services to clients. Please see www.deloitte.no for a more detailed description of DTTL and its member firms.
© Deloitte AS
Registrert i Foretaksregisteret Medlemmer av Den norske Revisorforening Organisasjonsnummer: 980 211 282
The Board's Report on Corp. Gov. Policy Articles of Association The Board The Board's Report relating to the Norw. Code of Practice


The Board's Report on Corp. Gov.
KONGSBERG's objective is to safeguard and enhance stakeholder value through profitable and growth-oriented industrial development in a long-term and international perspective.
Good corporate governance and corporate management will reduce business-related risk, while the company's resources will be utilised in an effective and sustainable manner. The Group will achieve its goals through further development of first-class competency centres, deliveries of market-leading systems, products and services in its international market segments, and by operating in an ethical, sustainable and socially responsible manner. KONGSBERG is listed on the Oslo Stock Exchange and is subject to Norwegian securities legislation and stock exchange regulations.
Corporate governance deals with issues and principles associated with the allocation of roles between the governing bodies in a company, and the responsibility and authority assigned to each body. Good corporate governance is distinguished by responsible interaction between owners, the Board and management, seen in a long-term productive and sustainable perspective. It calls for effective cooperation, a defined division of responsibilities and roles between the shareholders, the Board and
management, respect for the Group's other stakeholders, and open, reliable communication with the world around us.
The Group's value platform and ethical guidelines are a fundamental premise for KONGSBERG's corporate governance.
Treatment of the topic in 2018 The topic of corporate governance is subject to annual evaluation and discussion by the Group Board. Amongst other things, the Group's management documents are reviewed and revised periodically.

The Board's Report on Corp. Gov. Articles of Association The Board The Board's Report relating to the Norw. Code of Practice
Policy
KONGSBERG is subject to reporting requirements regarding corporate governance according to the Norwegian Accounting Act section 3-3b and "The Norwegian Code of Practice for Corporate Governance", see ongoing obligations for stock exchange listed companies point no. 7. The Norwegian Accounting Act is available on www.lovdata.no. "The Norwegian Code of Practice for Corporate Governance", most recently revised on 17 October 2018, is available at www.nues.no.
In compliance with Section 5-6 of the Public Limited Liability Companies Act, this report will be dealt with at KONGSBERG's Annual General Meeting on 14 May 2019. The Group's compliance with and any deviations from the Code of Practice will be commented on and made available to the Group's stakeholders.
The Norwegian state, which owns 50.001 per cent of the Group, also assumes that all companies in which the State has a stake will comply with the "Norwegian recommendation for corporate governance".
As the Norwegian state holds an ownership share of 50.001 per cent, the Group also conducts its activities in accordance with the Storting White Paper no. 13 (2006–2007) – "Ownership report", White Paper no. 27 (2013–2014) – "A diverse and value-creating ownership", the Norwegian government's 10 ownership principles for good corporate governance and the OECD guidelines regarding state ownership and corporate governance. These guidelines are posted on the Group's website at www.kongsberg.com. The policy was adopted by the corporate Board.
The following elements are fundamental to KONGSBERG's corporate governance policy:
The Group's corporate social responsibility work is considered as an integral part of the principles of good corporate governance. This is in accordance with the government's view, as expressed in the 'Ownership Report'.
The Board's Report on Corp. Gov. Policy The Board The Board's Report relating to the Norw. Code of Practice
Last revised at the extraordinary general meeting on 2 November 2018.
The Nominating Committee shall present to the Annual General Meeting its recommendations for the election of and remuneration of the Directors and Deputy Directors on the Board and the Nominating Committee.
The General Meeting shall determine the guidelines for the Nominating Committee for the Election Committee.


EIVIND REITEN
Chairman

IRENE WAAGE BASILI
Deputy chairman

MARTHA KOLD BAKKEVIG
Director

MORTEN HENRIKSEN
Director

ANNE-GRETE STRØM-ERICHSEN
Director

SIGMUND IVAR BAKKE
Director (employee representative)

ELISABETH FOSSAN
Director (employee representative)

HELGE LINTVEDT
Director (employee representative)
The Board's Report on Corp. Gov. Policy Articles of Association The Board
The Kongsberg Gruppen ASA Board actively supports the principles for good corporate governance and attaches importance to KONGSBERG's compliance with the Norwegian Code of Practice for Corporate Governance and to explaining any deviations.
The following is a detailed discussion of each individual section of the Norwegian Code of Practice. The review is based on the latest version of the Code, from 17 October 2018.
The information that KONGSBERG is required to disclose pursuant to Section 3–3b of the Accounting Act regarding reporting on corporate governance has been taken into account in this report and follows the systematics of the Code of
For the complete overview of the Code with comments, see the Oslo Stock Exchange website at www.oslobors.no or the NUES (the Norwegian Corporate Governance Committee) at www.nues.no.
Practice where it is natural to do so. A detailed description of the location of the disclosures required by Section 3–3b of the Accounting Act follows below:
or depart from provisions stipulated in Chapter 5 of the Public Limited Companies Act": The section's item 6, "Annual General Meeting"
| 01 Year 2018 | 02 About KONGSBERG |
03 Sustainability | 04 Corporate Governance |
05 Directors' Report and Financial Statements |
|
|---|---|---|---|---|---|
According to the Group's own evaluation, KONGSBERG deviates from the code of practice on one major point:
The Board's Report on Corp. Gov. Policy Articles of Association The Board
There are two deviations on this point:
REPORT ON CORPORATE GOVERNANCE
The description of the main features is generally structured like the Code of Practice. As recommended, more details are provided on the individual points. Item 16, "Management and internal Procedures", is not covered by the recommendation. It has nonetheless been included because the Group considers it to be crucial to KONGSBERG's discussion of corporate governance.
KONGSBERG seeks to comply with international best practice standards when drawing up governance documents. The Group feels that there is a close correlation between high-quality systems of governance and value creation in the company.
The topic of corporate governance is subject to annual evaluation and discussion by the Board. This report was adopted at the Board meeting on 21 March 2019.
Articles of association Kongsberg Gruppen ASA is a company whose objective is to engage in technological and industrial activities in the maritime, defence and related sectors. The Company may participate in and own other companies. The above-mentioned is stated in Section 3 of KONGSBERG's Articles of Association. The Articles of Association are available on the Group's website and on page 78 of this report.
The Kongsberg Gruppen ASA aims to be an international technology company based in Norway. Its shareholders' assets are protected and managed through utilisation of the Group's high level of expertise in order to develop attractive solutions for the market, and to focus on continually improving our operations.
To achieve its stated objectives, the Board and executive
management have developed strategies in marketing, business areas, acquisition, competence, social responsibility, technology and finance, as well as capital structure. The Group's objectives and main strategies are described in the Group's Annual and Sustainability Report and on the Group's website. The Group's risk management is described in Item 10. Strategy, objectives and risk profile are subject to annual review and revision by the Board, and are also monitored continuously throughout the year.
The Board's Report relating to the Norw. Code of Practice
The Group's policy for sustainability and corporate social responsibility forms part of our governance model, which is adopted by the Board. Sustainability and corporate social responsibility is an integral part of the Group's strategic processes and is discussed in more detail in the Group's Annual and Sustainability Report and on the Group's website.
02 About 03 Sustainability KONGSBERG
The Board's Report on Corp. Gov. Policy Articles of Association The Board The Board's Report relating to the Norw. Code of Practice
3
On 31 December 2018, the Group's equity came to MNOK 12,626 (MNOK 7,365), which is equivalent to 45.7 (35.6) per cent of the total assets.
Net interest-bearing debt as of 31 December 2018 was MNOK -5,706 (MNOK 384). Ofthis, cash and cash equivalents represented MNOK 10,038 (MNOK 2,956). Cash and cash equivalents at the end of 2018 are temporarily high and so not a normalised portfolio. This is mainly due to the rights issue of MNOK 5,000 and the the establishment of two new bond loans totalling MNOK 1,000 in connection with the acquisition of Rolls-Royce Commercial Marine (RRCM). Settlement for the acquisition is expected to take place 1 April 2019.
Working capital as of 31 December 2018 was MNOK -14 (MNOK 955) and, like net interestbearing debt, this is affected by the capital increase arising from the acquisition of RRCM, as described above.
Total assets as of 31 December 2018 were MNOK 27,658 (MNOK 20,676). The Board considers the company's capital structure to be satisfactory. At any given time, the company's need for financial strength is considered in the light of its objectives, strategy and risk profile.
The company's current dividend policy was decided by the Board in 2013: "Dividends over time shall constitute between 40 and 50 per cent of the company's annual profit after tax. In determining the size of dividends, the expected future capital requirements shall be considered."
The General Meeting approves the annual dividend, based on the Board's recommendation. The proposal is the ceiling for what the General Meeting can approve.
For the accounting year 2017, a dividend of NOK 3.75 per share was paid.
For the accounting year 2018, the Board proposes to the Annual General Meeting a dividend of NOK 2.50 per share. The dividend represents 64.2 per cent of the ordinary profit.
Capital increase The Board has not been authorised to issue shares.
The General Meeting can, according to the Public Limited Companies Act § 9-4, authorise the Board to repurchase their own shares if the total holding of treasury shares does not exceed 10 per cent of the share capital (Public Limited Companies Act § 9-2).
At the Annual General Meeting on 16 May 2018, the Board was given authorisation to acquire treasury shares up to a maximum nominal value of MNOK 7.5, which was equivalent to 5 per cent of the share capital before the issue on 28 November 2018. The authorization can be used several times and applies up until the next Annual General Meeting, but not later than 30 June 2019. The Board's acquisition of treasury shares pursuant to this authorisation can be exercised only between a minimum price of NOK 25 and a maximum of NOK 300 per share. As of 31 December 2018, the Group owned a total of 19,869 (8,961) treasury shares.
The shares were purchased for the share purchase programme for all employees, and in connection with the company's
long-term incentive programme (LTI) for members of the Corporate Executive Management. Shares can also be used as full or partial payment in connection with business acquisitions, or they can be sold on the market. The shares included in the Group's share purchasing programme are offered to all employees at a discount (20 per cent discount on the market price), and they are subject to a one-year lock-in period from the date of acquisition. The LTI scheme is discussed in the annual financial statements Note 27 and Point 12 of this report.
4
EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS BETWEEN RELATED PARTIES
The Group's shares are all Class A shares. All shares carry the same rights in the company. At General Meetings, each share carries one vote. The nominal amount per share is NOK 1.25. The Articles of Association place no restrictions on voting rights.
Trading in treasury shares The Board's mandate to acquire treasury shares is based on the assumption that acquisitions will take place in the market. Acquired shares will be disposed of in the market, as payment for acquisitions, and through share purchase programmes for the Group's employees and the LTI scheme.
The Board is not aware of any transactions in 2018 between the
| 01 Year 2018 | 02 About 03 Sustainability KONGSBERG |
04 Corporate Governance |
05 Directors' Report and Financial Statements |
|
|---|---|---|---|---|
| -------------- | -------------------------------------------- | ---------------------------- | -------------------------------------------------- | -- |
The Board's Report on Corp. Gov. Policy Articles of Association The Board The Board's Report relating to the Norw. Code of Practice
company and shareholders, directors, executive personnel or parties closely related to such individuals that could be described as major transactions. If such a situation were to arise, the Board would ensure that an independent valuation was made by a third party. For further information, see Note 28 and Note 31 of the annual financial statements for 2018.
The Norwegian Government as customer and shareholder The Norwegian Government, represented by the Ministry of Trade, Industry and Fisheries (NFD), has a shareholding of 50.001 per cent in KONGSBERG. The Government is also a major customer, particularly with regard to deliveries to the Norwegian Armed Forces. Relations with the Armed Forces are of a purely commercial nature and are not affected by the ownership structure.
The Group holds quarterly meetings with the NFD. The topics discussed at these meetings are first and foremost the Group's financial development, and there are briefings on strategic questions related to KONGSBERG. The Government's expectations regarding investment performance and yield are also communicated. These "one-to-one" meetings with the NFD are comparable to what is customary between a private company and its principal shareholders. The meetings comply with the provisions specified in company and securities legislation, not least with a view to equal treatment of the shareholders. A meeting on corporate social responsibility is held once a year.
The requirement regarding equal treatment of the shareholders limits the possibilities for exchanging data between the
company and the Ministry. As a shareholder, the Government does not usually have access to more information than what is available to other shareholders. However, that does not preclude discussions on matters of importance to society. Under certain circumstances, i.e. when Government participation is imperative and the Government must obtain authorisation from the Storting (Norwegian parliament), from time to time it will be necessary to give the NFD insider information. In such cases, the NFD is subject to the general rules for dealing with such information.
The shares are freely negotiable, with the exception of shares purchased by employees at a discount, and shares allocated in connection with the company's long-term incentive (LTI) scheme, see Items 3 and 12. The Articles of Association place no restrictions on negotiability.
6
Through the General Meeting, shareholders are ensured participation in the Group's supreme governing body. The Articles of Association are adopted by this body. Shareholders representing at least five per cent of the shares can call for an Extraordinary General Meeting.
In 2018, the Annual General Meeting was held on 16 May and 67.48 per cent (73.07) of the aggregate share capital was represented. A total of 98 (92)
shareholders were present or represented by proxies.
On 2 November 2018, an Extraordinary General Meeting was held concerning the capital increase due to the acquisition of Rolls-Royce Commercial Marine. A total of 70.36 per cent of the overall share capital was represented.
The Annual General Meeting is ordinarily held by 1 June each year. In 2019, the date is set for 14 May 2019.
All shareholders registered in the Norwegian Central Securities Depository (VPS) receive the notice and are entitled to submit motions and to vote directly or by proxy. The Financial Calendar is published both via a stock exchange announcement and on the Group's website.
Registration can be done by written notice in letters, e-mails or online. The Board would like to make it possible for as many shareholders as possible to participate. Shareholders who are 01 Year 2018 05 Directors' Report and Financial Statements 02 About 03 Sustainability KONGSBERG 04 Corporate Governance
The Board's Report on Corp. Gov. Policy Articles of Association The Board The Board's Report relating to the Norw. Code of Practice
unable to attend the meeting will be encouraged to authorise a proxy. A special proxy form has been drawn up to facilitate the use of proxies for each individual item on the agenda. One person is appointed to vote as a proxy for the shareholders. Representatives of the Board, at least one member of the Nominating Committee and the auditor will attend the General Meeting. Management is represented by the Chief Executive Officer and the Chief Financial Officer, at the very least.
The agenda is set by the Board, and the main items are specified in Article 8 of the Articles of Association. The same article stipulates that the Chair of the Board will chair the General Meeting. The CEO and other members of the corporate management board review the status of the Group.
All shareholders are entitled to have their cases dealt with at the General Meeting. Cases shall be submitted in writing to the Board at least seven days prior to the deadline for sending the notification of the General Meeting. The reason for wanting to have the case added to the agenda should also be specified. The minutes from the General Meeting will be posted on the Group's website.
KONGSBERG has identified two deviations from the recommendation relating to Item 6 – General Meeting. These concern the full Board's participation at the General Meeting, and an independent chair. The deviations are described in more detail in the introduction to this chapter.
7
Article 9 of the Group's Articles of Association specifies that the Group shall have a Nominating Committee. The Committee's work is regulated by special instructions adopted by the General Meeting. These instructions were last revised by the Annual General Meeting on 9 May 2016.
The main task is to make recommendations to the Company's General Meeting regarding the election of shareholder-elected Board members. The nominations shall be substantiated and recommend a nominee for the Chair of the Board separately. In the work on finding candidates for the Board, the Committee is in contact with relevant shareholders, Board members and the CEO.
In addition, the Nominating Committee shall submit proposals for the remuneration of Board members and their deputies, and make an annual evaluation of the work of the Board.
The Nominating Committee consists of three to four members
who shall be shareholders or representatives of shareholders. The General Meeting shall elect all members of the Nominating Committee, including the Chair. The Nominating Committee itself proposes a list of Committee nominees to the General Meeting. The Nominating Committee's remuneration is approved by the General Meeting based on the Nominating Committee's recommendation.
The current Committee was elected by the Annual General Meeting of 16 May 2018 and consists of:
Bergesen was elected Chair of the Committee. The Nominating Committee is elected for a period of two years, and the next election will be held in 2020.
| Audit | Compensation | ||
|---|---|---|---|
| Participation in meetings | Board | Committee | Committee |
| Eivind K. Reiten | 17 | 4 | |
| Irene Waage Basili | 16 | ||
| Morten Henriksen | 15 | 7 | |
| Anne-Grete Strøm-Erichsen | 16 | 4 | |
| Martha Kold Bakkevig | 16 | 5 | |
| Helge Lintvedt | 17 | 7 | |
| Elisabeth Fossan | 16 | 4 | |
| Sigmund Ivar Bakke | 17 | ||
| Rune Sundt Larsen (deputy) | 1 |
01 Year 2018 05 Directors' Report and Financial Statements 02 About 03 Sustainability KONGSBERG 04 Corporate Governance
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None of the Committee's members represent KONGSBERG's management or the Board. The members are considered to be independent of the daily management and Board. Morten S. Bergesen is managing director of Snefonn AS, which as of 31 December 2018 had a shareholding of 1.32 per cent in KONGSBERG. Bergesen also holds offices or positions in companies which have a combined shareholding of 0.66 per cent in KONGSBERG. Strømgren is employed by the Ministry of Trade, Industry and Fisheries, which as of 31 December 2018 had a shareholding of 50.001 per cent in KONGSBERG. Almestad is employed by ODIN Forvaltning AS, which as of 31 December 2018 had an overall shareholding of 1.56 per cent in KONGSBERG through its funds. The Nominating Committee is considered to have a composition that reflects the common interests of the community of shareholders. Information about the Nominating Committee, a form for nominating candidates for the Board/Nominating Committee and the deadlines are available on the Group's website.
8
The Annual General Meeting in 1999 resolved to discontinue the Corporate Assembly. The reason was an agreement between the unions and the Group that in creased the number of employee representatives on the Board from two to three.
Composition of the Board The Board consists of eight members and currently has the following composition: Eivind K. Reiten (Chair), Irene Waage Basili (Deputy Chair), Morten Henriksen, Martha Kold Bakkevig and Anne-Grete Strøm-Erichsen. Elisabeth Fossan, Helge Lintvedt and Sigmund Ivar Bakke are Board members elected by and among the employees. Detailed information on the individual directors can be found on the Group's website.
The Board held 17 meetings in total in 2018, of which 7 were ordinary, 4 extraordinary, including 1 held as a telephone conference, and 6 were Board deliberations without a meeting.
It is important that the entire Board has the expertise required to deal with Board work and the Group's main business activities. In addition, the directors need to have the capacity to carry out their duties.
According to the Articles of Association, the Group shall have five to eight directors. The CEO is not a Board member.
The Board members are elected for two-year terms and elect their own Chair, based on a recommendation from the Nominating Committee. Eivind K. Reiten was elected Chair of the Board. All Board members will be up for election in 2019.
The Board's independence All shareholder-elected directors are considered autonomous and independent of the Group's corporate executive management. The same applies relative to important business associates. The Election Committee for the election of employee representatives to the Board complies with the Representation Ordinance and ensures that the recommendation of independence is addressed through nominations and elections. It is important that
there are no conflicts of interest between owners, the Board, management and the Company's other stakeholders.
Among the shareholderelected directors, there are two men and three women, i.e. 60 per cent women.
The General Meeting elects the five shareholder-elected representatives to the Board. The Nominating Committee draws up a recommended list of shareholders' nominees for the Board prior to the election. The recommendations will be available to the shareholders contemporaneous with notification of the General Meeting. Decisions on the composition of the Board take place by simple majority. The Norwegian state owns 50.001 per cent of the shares in KONGSBERG, and could in principle exercise control over the election of the shareholder's directors. Three of the directors are elected by, and from, the Group's employees.
The directors are elected for two-year terms and are eligible for re-election. All employee-elected Board members will be up for election in 2019.
The directors' shareholdings As of 31 December 2018, the shareholder-elected directors held the following portfolios of shares in the Group:
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| The Board's Report on Corp. Gov. | Policy | Articles of Association The Board |
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• Irene Waage Basili owns 0 (0) shares. The employee-elected board
members hold the following portfolios of shares in KONGSBERG as of
9 THE BOARD'S WORK
The Board's responsibilities The Board bears the ultimate responsibility for managing the Group and for monitoring day-to-day administration and the Group's business activities. This means that the Board is responsible for establishing control systems and for ensuring that the Group operates in compliance with the adopted value platform and the Corporate Code of Ethics and Business Conduct, as well as in accordance with the owners' expectations of good corporate governance. First and foremost, the Board protects the interests of all shareholders, but it is also responsible for safeguarding the interests of the Group's other stakeholders.
The Board's main responsibilities are to contribute to corporate competitiveness, and to ensure that the Group develops and creates value. Furthermore, the Board is to participate in the framing and adoption of the Group's strategy, exercising the requisite control functions and ensuring that the Group is managed and organised in a satisfactory manner. The Board sets the objectives for financial structure and adopts the Group's plans and budgets. The Board also handles items of major strategic or financial importance to the Group.
In important cases where the Chair or other Board members have been actively engaged, this will be disclosed in the proceedings and managed by the Board on a case-by-case basis. These tasks are not constant and the focus will depend on the Group's needs at any given time. The Board appoints the CEO, defines their work instructions and authority, and determines their wages.
The Board's instructions are subject to review every second year by the Board and are revised as needed. The current instructions were presented to the Board in February 2019. The instructions cover the following items: the notification of Board meetings, notification deadlines, administrative preparations, Board meetings, Board decisions, the keeping of minutes, the Board's competency and items on the Board's agenda, segregation of duties between the Board and the CEO, relations between subsidiaries and the parent company, independence and disqualification, main principles for the work of the Board in connection with a possible corporate takeover, confidentiality and professional secrecy, relations to legislation, the Articles of Association and instructions. Rules of procedure for the Board of directors can be read on the Group's website.
The Board may decide to deviate from the instructions in individual cases.
There is a clear segregation of duties between the Board and executive management. The Chair is responsible for ensuring that the Board's work is conducted in an efficient, correct manner and in compliance with the Board's responsibilities.
The CEO is responsible for the Group's operational management. The Board has prepared special instructions for the CEO. These are reviewed every second year by the Board and revised as needed. The current instructions were presented to the Board in February 2019.
The Board receives financial reports ten times per year where the Group's economic and financial status is discussed. The reports are financial presentations that describe what has happened in the Group's operative and administrative functions during the reporting period. The financial report forms the basis for internal control and communication on status and necessary measures. Quarterly financial reports are compiled that form the basis for the external financial report. This report is dealt with in the Group's audit committee before being submitted to and reviewed by the Board. The report is made public after approval from the Board.
The Board schedules regular Board meetings each year. Ordinarily, eight meetings are held each year. Additional meetings are held on an ad hoc basis. The Board held 17 Board meetings (14) in 2018, of which 4 were extraordinary, including 1 held as a telephone conference, and 6 Board deliberations conducted without a meeting. The Board meetings had 96 (96) per cent attendance in 2018.
All directors receive regular information about the Group's operational and financial progress well in advance of the scheduled
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Board meetings. The Company's business plan, strategy and risk are regularly reviewed and evaluated by the Board. The directors are free to consult the Group's senior executives as needed. The Board draws up and adopts an annual plan, including set topics for the Board meetings. Ordinarily, the CEO proposes the agenda for each individual Board meeting. The final agenda is decided in consultation between the CEO and the Chair of the Board.
Besides the directors, Board meetings are attended by the CEO, CFO, other EVPs as needed, and the General Counsel (secretary of the Board). Other participants are called in on an ad hoc basis.
The Board adopts decisions of material importance to the Group. This involves, amongst other things, the approval of the annual and quarterly accounts, strategies and strategic plans, the approval of investments, contracts, as well as acquisitions and divestitures of businesses where the Group's authority matrix or the Group's directive concerning significant offers, contracts or framework agreements require this.
New directors are briefed on the Group's current strategy and historical factors related to the current situation.
Duty of confidentiality – communication between the Board and shareholders The Board's proceedings and minutes are, in principle, confidential unless the Board decides otherwise, or there is obviously no need for such treatment. This ensues from the instructions to the Board.
The entire Board has completed a programme to gain insight into the Group's business activities. In that connection, the Board makes excursions to different Group locations. The purpose of the excursions is to improve the Board's insight into the commercial activities in the area.
The Board and CEO cannot discuss cases in which they have a significant special interest, and are bound by the rules regarding disqualification as they appear in Section 6–27 of the Public Limited Companies Act and in the instructions to the Board.
The topic of conflict of interest is described in Item 5.10 of the Group's Code of Ethics and Business Conduct. The same applies to the instructions to the Board. Here, it is emphasised that the Board shall act independently of special interests. Independence in this context is defined as follows:
directors, the CEO and other executives shall be avoided.
• Board members shall not have or represent significant busi-
ness relations with the Group. If a director is in doubt about his/ her legal competence, the question shall be discussed by the entire Board. The conclusion on the question of disqualification shall be recorded in the minutes.
The Board has two subcommittees: an Audit Committee and a Compensation Committee. Both committees act as preparatory bodies for the Board; they are accountable only to the assembled Board and have only recommending authority. In addition, special committees are formed as needed, such as appointment committees.
The Board's Audit Committee The Audit Committee shall support the Board in its responsibilities related to financial reporting, audits, internal control and overall risk management. The Audit Committee is also a preparatory body in terms of non-financial policy and control. The Committee consists of two shareholder-elected directors and one employee-elected director. The Group's CFO and its elected accountant normally participate in the meetings. The CEO and the other directors are entitled to attend if they so desire. Seven (six) meetings were held in 2018, of which two were extraordinary.
Members: Morten Henriksen (chair), Martha Kold Bakkevig and Helge Lintvedt. The instructions for the Audit Committee are published on the Group's website.
The committee shall prepare issues for Board discussion
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related to remuneration, management development and diversity. This includes, among others, discussion of issues associated with the remuneration for the CEO, and questions of principle relating to salary levels, bonus systems, pension schemes/terms, employment contracts, etc. for leading employees. The committee also prepares issues regarding other conditions associated with remuneration that the committee considers of particular significance to the company's competitive position, profile, recruitment ability, reputation, etc. In addition, the committee prepares for discussion of the Group's management development plans, performance reviews and succession plans for managers, with particular emphasis on ensuring diversity.
The Committee consists of the Chair of the Board, one shareholder-elected director and one employee-elected director. The CEO is entitled to participate in the Committee's meetings if they so desire, except when their own situation is under discussion. Four (four) meetings were held in 2018.
Members: Eivind K. Reiten (chair), Anne-Grete Strøm-Erichsen and Elisabeth Fossan. The instructions for the Compensation Committee are published on the Group's website.
The Board's self-evaluation The Board has one extended meeting each year to evaluate the work done by the Board and the CEO. In this connection, the Board also holds its own activities up for comparison with the Norwegian Code of Practice for Corporate Governance. The Board's evaluation is made available to the Nominating Committee. Individual performance interviews are conducted
each year between the Chair of the Board and the other directors.
The Board's responsibilities and the purpose of internal control KONGSBERG's internal control and risk management system for financial reporting are based on the internationally recognised COSO framework.
The Group has established a decentralised management model featuring delegated responsibility for profits. As a result, the control function follows the Group's management model, and it is the individual unit's responsibility to make sure that it has the capacity and expertise required to carry out responsible internal control. Corporate executive management and the individual technological fields are responsible for controlling that the business areas have implemented the appropriate internal controls.
Ten times per year, the management prepares operating reports including risk analyses, and these are sent to the directors. In addition, quarterly financial reports are published for the financial market. The Audit Committee reviews the Group's quarterly report ahead of the Board meeting. The auditor takes part in the Audit Committee's meetings and meets with the entire Board in connection with the presentation of the interim annual financial statements and as otherwise required.
The Board follows up risk management and internal controls through its annual cycle and agenda. This includes a quarterly review of strategic and operational risks, central discretionary items related to financial reporting and non-financial compliance. The Board processes and approves major customer quotations according to the Group's authority matrix. The Board is also involved in the Group's strategy processes on an ongoing basis.
The Group's financial position and risks are thoroughly described in the Directors' Report.
The Board conducts an annual review of the Group's key governance documents to ensure that these are updated and cover the relevant topics.
KONGSBERG stresses that our values and Code of Ethics and Business Conduct are to be an integral part of operations. We expect our employees and partners to demonstrate high ethical standards and compliance with applicable rules and regulations.
In 2018, KONGSBERG continued the work on systematic development and follow-up of important areas for compliance with regulations, rules and internal guidelines. The Group has a strong focus on the anticorruption programme, where employee training, cooperation with business partners on anticorruption measures as well as training and review of market representatives have been the key elements. We also have a particular focus on export control and sanctions. The Group has compliance functions at both corporate level and in the business areas. In the same way as the financial reporting, the internal control was established in accordance with a decentral01 Year 2018 05 Directors' Report and Financial Statements KONGSBERG Governance
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ised management model. The KONGSBERG compliance programme is coordinated and monitored from a corporate level.
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Routines have been established for notification and follow-up on any alleged misconduct. The Group has a whistleblower system with a web-based notification channel available to all employees globally, providing the opportunity for external notifications and anonymity for whistleblowers.
The Group has an Ethics Committee whose purpose is to promote high ethical standards and good behaviour, and to ensure that KONGSBERG maintains a good reputation.
The Annual General Meeting approves the remuneration paid to the Board each year. The proposal for remuneration is made by the Chair of the Nominating Committee. From the Annual General Meeting in 2018 until the next Annual General Meeting, the total remuneration to the Board members will amount to NOK 2,355,000 (NOK 2,227,000).
The remuneration breaks down as follows:
per meeting, and a maximum of NOK 121,000 (NOK 115,000) per year.
The members of the Compensation Committee receive NOK 9,400 (NOK 9,400) per meeting, and a maximum of NOK 47,000 (NOK 47,000) per year. The Committee's chair receives NOK 11,200 (NOK 10,600) per meeting, and a maximum of NOK 56,000 (NOK 53,000) per year.
The directors' fees are not contingent on financial performance, option programmes or the like. No remuneration has been paid in allowances, apart from normal Board fees. None of the Board's shareholder-elected directors works for the company outside of their directorships, and no-one has any agreement regarding a pension plan or severance pay from the company. Directors are encouraged to own shares in the company, but this is not a requirement.
The Board has drawn up special guidelines for the determination of salaries and other remuneration to executive management. The CEO's terms of employment are determined by the Board. Each year, the Board undertakes a thorough review of salary and other remuneration to the CEO. The evaluation is based on market surveys of comparable positions.
The structure of the incentive system for the other members of the corporate executive management is determined by the Board and presented to the Annual General Meeting for information purposes. The terms
are determined by the CEO in consultation with the Chair of the Board.
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The Board's attitude to executive management's salaries is that they should be competitive and provide incentive, but not be at the very top end of the scale. The incentive system consists of basic wages, bonuses, pensions, long-term incentives (LTI), severance arrangements and other benefits in kind.
The guidelines for determining salaries and other remuneration to executive management are presented to the General Meeting. The guidelines are binding for the LTI scheme and serve as guidelines for the rest.
In 2006, the Board introduced a new bonus system for executive management. The scheme was adjusted slightly in 2016 and continued in 2017. Performancebased compensation is linked to profit growth, profit margin and individual goals. The payment of performance-based salary has a ceiling of 50 per cent of the basic salary. A more detailed description of the scheme is given in Note 27, "Declaration regarding the determination of salaries and other remuneration to senior executives" in the annual report for 2018. In 2018, the group had 76 managers who were covered by an incentive plan that included an individual performance element.
The Bonus System meets guidelines for salaries and other remuneration to senior employees of enterprises and companies with a state shareholding. In 2018, the bonus system included a maximum accrual percentage and direct payments of margin and an individual progress component. The progress component went
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into a bonus bank. The bonus bank scheme will be discontinued from 2019 onward, and the maximum accrual on personal goals has been reduced. The bonus is now linked to the degree of personal goal achievement. The personal goals are linked to growth in operating income and improvements in EBIT and ROACE.
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Long-term incentive (LTI) In 2012, the Board decided to introduce a (LTI) scheme as part of the regular remuneration for the CEO and other members of corporate executive management. The programme was changed to a variable performance system in 2016. Criteria were introduced for achievement, and the framework for remuneration was revised upwards to 30 per cent of the annual base salary for the CEO and 25 per cent for the other members of the Corporate Executive Management (level 1 in the organisation). The rationale is to be competitive with comparable companies. A more detailed description of the scheme is provided in Note 27 of the annual financial statements for 2018.
In order to adjust executive management salaries to market level, from 2019 onward the LTI scheme is being extended to cover salaries at level 2 in the organisation, as well as certain defined key positions. The levels in the LTI scheme will be 15 and 10 per cent of these respectively.
Remuneration to corporate executive management and the Board is described in Note 27 and 28 to the consolidated financial statements for 2018.
INFORMATION AND COMMUNICATION
Annual Report and Directors' Report – interim reporting The Group usually presents preliminary annual accounts in late February. "The Annual Report and Sustainability Report" are made available to shareholders and other stakeholders in March/April. Beyond this, the Group presents its accounts on a quarterly basis. Other information linked to sustainability and corporate social responsibility can be found on the Group's website. The Group's Financial Calendar is published via a stock exchange announcement, on the Group's website and in the Annual Report.
Other market information Open investor presentations are conducted in connection with the Group's annual and quarterly reports. Here the CEO, assisted by the CFO, reviews the results and comments on markets and future prospects. Other members of the Group's management participate as needed. An annual Capital Markets Day is usually held in which business area directors will participate. The entire Group management is normally present at this Capital Markets Day.
The annual and quarterly reports will be available on www.newsweb.no (Oslo Stock Exchange) and on the Group's website, along with presentation of the results. The annual and quarterly results are also available via video transmission. Beyond this, the Group conducts an ongoing dialogue with and makes presentations to analysts and investors.
Informing owners and investors about the Group's progress and economic and
financial status is considered to be of great importance. Attention is also devoted to ensuring that the equity market gets the same information at the same time. The prudence principle is applied to guarantee impartial distribution of information when communicating with shareholders and analysts.
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The Group has directives concerning communication with the investor market and handling of insider information. Emphasis is given to equal treatment of all shareholders.

There are no defence mechanisms against take-over bids in the Group's Articles of Association, nor have other measures been implemented to limit the opportunity to acquire shares in the company. The Norwegian government owns 50.001 per cent of the shares. The marketability of these shares is subject to parliamentary discretion. The Board's instructions contain an item that refers to the guiding principles for how the Board shall react in the event of any take-over bid. The Board is responsible for ensuring that KONGSBERG's shareholders are treated equally and that operations are not disrupted unnecessarily.
Where a bid is made for the company, the Board shall draw up a statement containing a well-grounded evaluation of the bid and, if need be, provide an independent third-party assessment. The evaluation shall specify how, for example, a take-over would affect long-term value creation at KONGSBERG.
If a bid is made for the Company's shares, the Company will not limit others from present01 Year 2018 05 Directors' Report and Financial Statements 02 About 03 Sustainability KONGSBERG 04 Corporate Governance
15 AUDITOR
The auditor's relationship to the Board
The Group's auditor is elected by the General Meeting. A summary of the main aspects of the work planned by the auditor shall be presented to the Audit Committee once a year.
The auditor is always present at the Board's discussions of the annual accounts. At that meeting, the Board is briefed on the financial statements and any other issues of particular concern to the auditor, including any points of disagreement between the auditor and management. The auditor normally also participates in the Audit Committee's meetings.
The Audit Committee arranges annual meetings with the auditor to review the report from the auditor that addresses the Group's accounting policy, risk areas and internal control routines.
At least one meeting a year will be held between the auditor, the Audit Committee and the Board without the presence of the CEO or other members of executive management.
The auditor has presented a written declaration to the Board concerning the fulfilment of fixed independence requirements between the auditor and
theGroup pursuant to the Accountancy Act.
The Board has dealt with the guidelines for the business relationship between the auditor and the Group.
Ernst & Young AS is the Group auditor. Some smaller companies within the Group use other audit firms. Some foreign companies do not have auditors as this is not a part of the local requirements. In addition to ordinary auditing, the auditing company has provided consultancy services related to accounting. For further information, see Note 29 of the Group's financial statements.
At regular intervals, the Board evaluates whether the auditor exercises a satisfactory level of control and assesses the auditor's competitiveness otherwise.
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The Group's subsidiaries have their own Boards, which are comprised of internal managers and employees. The managing director of the holding company or a person authorised by the managing director will chair the Board of the subsidiaries. Appointment of the Board and the Boards' work in subsidiaries are handled pursuant to the Group's principles for good corporate governance.
Guidelines for share trading
The company has laid down internal guidelines, aimed primarily at the company's primary insiders, for trading in the company's shares. These guidelines are updated regularly to maintain compliance with the legislation and regulations that
apply at any given time. The guidelines require primary insiders to secure internal clearance from the CEO before KONGSBERG shares are bought or sold.

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

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Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
Kongsberg Gruppen (KONGSBERG) is an international technology group that delivers advanced and reliable solutions that improve safety, security and performance in complex operations and under extreme conditions. KONGSBERG has customers in the global defence, maritime, oil and gas, fisheries and aerospace sectors.
| Headquarter | Kongsberg |
|---|---|
| Number of employees | 6 842 |
| Share of employees | |
| outside Norway | 34% |
| Number of countries | 29 |
| Share of revenues | |
| outside Norway | 81% |
2018 will go down in history as one of the most eventful years for KONGSBERG. Important contracts have been won and significant letters of intent, including in Qatar, have been signed. Within Kongsberg Maritime (KM), there has been a lot of focus in recent years on adapting the organisation to changing and, to a certain extent, more demanding market conditions. 2018 was a year of major moves toward strategic growth, and in July KONGSBERG announced an agreement to acquire Rolls-Royce Commercial Marine (RRCM). The acquisition is expected to be completed on 1 April 2019, and will more than double the Group's maritime revenues. In Q4, Kongsberg Defence & Aerospace (KDA) entered into an agreement to acquire Aerospace Industrial Maintenance Norway (AIM). This acquisition strongly positions KDA as an important strategic partner for the Norwegian Armed Forces, including for maintenance.
Order intake increased by NOK 3.1 billion (23 per cent) in 2018 compared with 2017. KM signed a number of important contracts for new, integrated solutions and has established itself as an important player within these types of deliveries. The subsea area points to an all-time-high order intake in 2018, driven by marine robotics and fisheries, among other factors. Within KDA, the missile area has particularly stood out, with a number of important orders and agreements. In June, KONGSBERG's NSM missile was selected by the U.S. Navy for their "Over-The-Horizon" programme.
Revenues declined by 0.8 per cent to MNOK 14,381 compared with 2017. KM showed an increase of 1.6 per cent, while KDA showed a decrease of 3.6 per cent. Both areas show an increase in order intake of around MNOK 1,500 compared with the previous year. The order intake for the Group
totalled MNOK 16,574, an increase of MNOK 3,144 compared with 2017. EBITDA increased by MNOK 115 to MNOK 1,394 in 2018. Profit for the year after tax amounted to MNOK 704 (MNOK 559), corresponding to NOK 5.58 per share (NOK 4.62). The Group had a positive cash
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
EBITDA
15 000 20 000 Operating revenues MNOK
12 13 14 15 16 17 18


| MNOK | Backlog of orders | |||||||
|---|---|---|---|---|---|---|---|---|
| 25 000 | ||||||||
| 20 000 | ||||||||
| 15 000 | ||||||||
| 10 000 | ||||||||
| 5 000 | ||||||||
| 0 | ||||||||
| 12 | 13 | 14 | 15 | 16 | 17 | 18 |
flow of MNOK 7,082 in 2018 (MNOK 1,068) and has a net interest-bearing debt of MNOK -5,706 (MNOK 384) at the end of the year. The Group's equity is MNOK 12,626 (MNOK 7,365). The financial position of KONGSBERG is solid, but due to the large acquisition expected to close on 1 April 2019, the board proposes to maintain
The acquisition of Rolls-Royce Commercial Marine makes KONGSBERG a more holistic supplier to the maritime industry.
the nominal dividend from 2017. This means an ordinary dividend of MNOK 450 for the 2018 financial year. This is equivalent to NOK 2.50 per share (NOK 3.75). The proposed dividend represents 64.2 per cent (81.2 per cent) of the ordinary profit for the year. The number of outstanding shares increased from 120,000,000 to 179,990,065 due to a rights issue in 2018.
ACQUISITION AND SHARE ISSUE
Acquisition of Rolls-Royce Commercial Marine On 6 July 2018, KONGSBERG entered into an agreement concerning the acquisition of Rolls-Royce Commercial Marine (RRCM) from Rolls-Royce Plc. The parties agree on an enterprise value for RRCM of MGBP 500 on
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a cash and debt-free basis, and with normalised working capital.
The acquisition of RRCM makes KONGSBERG a more holistic supplier to the maritime industry, which has experienced challenging market conditions in recent years. Although there is still uncertainty, KONGSBERG expects technology and innovation to drive some growth going forward.
RRCM is a technology enterprise within maritime operations that supplies equipment and maintenance services to most segments within the offshore and merchant vessel segments. The company is considered to be the leading supplier of propulsion systems for offshore vessels, which is also its biggest product group. RRCM also supplies deck equipment, stabilising systems, ship design, electrical engineering, automation and control systems, and invests in digital technologies for the future, e.g. within autonomous vessels. RRCM has around 3,600 employees across 34 countries, of whom around 700 are service engineers split between 30 locations. Around 42 per cent are employed in Norway.
KONGSBERG and RRCM have largely complementary products, solutions and expertise. The acquisition is in line with KONGSBERG's ambition to grow as a world-leading technology supplier. The acquisition will strengthen KONGSBERG's strategic position amongst ship owners, shipyards and other customers and partners.
The transaction is approved by the relevant competition authorities and the process is expected to close on 1 April 2019. Ahead of this, KONGSBERG has secured the necessary financing for the acquisition through a successful rights issue of MNOK 5,000 and by issuing
In December 2018, KONGSBERG signed an agreement with the Ministry of Defence for the acquisition of Aerospace Industrial Maintenance Norway AS (AIM).
two bond loans amounting to a total of MNOK 1,000. The State, represented by the Ministry of Trade, Industry and Fisheries, participated in the rights issue with the State's pro rata share, and has maintained its stake after the issue (50.001 per cent). The rights issue closed on 22 November and new share capital was registered on 28 November 2018. The preferential rights had coverage of 99.2 per cent, of which the remaining preferential rights were distributed pro rata on oversubscription to subscribers with subscription rights. The rights issue had 25.7 per cent oversubscription. Shares were not awarded to subscribers other than holders of subscription rights.
In December 2018, KONGSBERG, through KDA, signed an agreement with the Ministry of Defence for the acquisition of Aerospace Industrial Maintenance Norway AS (AIM). AIM is the Norwegian Armed Forces' business that deals with the maintenance, overhauling and upgrading of the Norwegian Air Force's planes and helicopters. KONGSBERG has signed an agreement with Patria on shared ownership, in order to further improve delivery capacity and expertise. KONGSBERG will
become the majority owner with 50.1 per cent, and Patria will own the remaining shares. The acquisition of AIM will strengthen KONGSBERG's role as a strategic partner for the Norwegian Armed Forces' operational needs, and further strengthen KONGSBERG's position within Maintenance, Repair and Overhaul (MRO).
The parties agree on an enterprise value of MNOK 151. AIM is committed to investing around MNOK 540 in a new engine depot for the F-35 at Rygge over the next 2–3 years. This is reflected in the agreed value.
The acquisition requires approval by the relevant authorities, and the transaction is expected to close in the first half of 2019.
| 2018 | 2017 |
|---|---|
| 6 104 | 6 333 |
| 863 | 612 |
| 14.1% | 9.7% |
| 6 885 | 5 376 |
| 10 744 | 9 956 |
In 2018, KDA had operating revenues of MNOK 6,104, which is MNOK 229 lower than last year. This decrease is mainly due to less activity within the air defence
The U.S. Navy has chosen NSM for its Littoral Combat Ships and future frigates. This shows that KONGSBERG currently has the greatest of expertise in advanced marine missiles and marks the beginning of what could be several decades
of deliveries to the largest missile market in the world.
and weapon station areas. The Missiles area and Aerostructures show an increase in operating revenues. The EBITDA margin increased by 4.4 per cent to 14.1 per cent. The share of net income from Patria was MNOK 80 in 2018, against MNOK 75 in 2017. The order backlog was increased from NOK 9,956 at the end of 2017 to NOK 10,744 at the end of 2018. This provides a good starting point for positive development of operating revenues in the future.
Patria's operating revenues ended up 2 per cent in 2018. Patria delivered total operating revenues of MEUR 476 in 2018, compared with MEUR 468 in 2017. EBITDA was MEUR 48, compared to MEUR 55 in 2017. The increase in operating revenues is primarily linked to a contract with the Finnish Armed Forces for the upgrade and maintenance of Hamina-class vessels signed in January 2018. Patria's maintenance activities are showing signs of development, but the segment of Patria responsible for armoured military vehicles is still experiencing a weak order intake.
In 1996, KONGSBERG started development of a new, advanced anti-ship missile for the Norwegian Armed Forces: the Naval Strike Missile (NSM). The development process lasted more than ten years. Up to 2018, the missile was operational in two countries: Norway and Poland. It was also selected as the new
anti-ship missile in Malaysia and Germany. In April, a contract worth MEUR 124 was signed for the delivery of the Naval Strike Missile to Malaysia. In late May/ early June, the U.S. Navy announced that the NSM would be used as the anti-ship missile for its Littoral Combat Ships and future frigates. This shows that KONGSBERG currently has the greatest of expertise in advanced marine missiles and marks the beginning of what could be several decades of deliveries to the largest missile market in the world.
Joint Strike Missile (JSM) has been in development for the last decade. Development of the missile is now complete, and we are entering the phase where it is to be integrated with the F-35. There is great international interest in the missile, and it is expected to become operational with the F-35 in 2023–2024.
The USA has long been an important customer for KDA. The U.S. Army chose KONGSBERG's PROTECTOR system as its standard remote weapon station in 2007. Since then, KONGSBERG has delivered over 15,000 systems to the U.S., including through the CROWS programme, which has also been used for deliveries to the U.S. Navy, U.S. Air Force and U.S. Marine Corps. In September 2018, KDA signed a framework agreement with a value of up to MUSD 498 for the
next five-year period of the CROWS programme. The order intake from the CROWS programme reached close to MUSD 200 in 2018, more than three times the orders in 2017. Of the new orders, MUSD 160 was connected with the new framework agreement. In addition to USA, weapon stations were delivered to seven other countries in 2018, which makes KONGSBERG the world's leading supplier within this market. In March 2018, the Qatari authorities announced the selection of KONGSBERG as a supplier in areas including remote controlled weapon stations, communications and digitalisation for its new military vehicle programme. This is a significant opportunity for KONGSBERG and negotiations are now under way on the final contract.
In 2008, KONGSBERG opened a new factory for the production of advanced composite and titanium aircraft parts for the new F-35 combat aircraft. From initially producing a handful of parts kits in the early years, production at the end of the year had reached over 100 parts kits per year, and will reach 150 within a year's time. When KONGSBERG won the first delivery contract for the programme, the company also had to commit to continuously streamlining production and reducing prices throughout the lifetime of the programme. From
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2008, the price the company receives per ship set has reduced significantly compared with the start of the programme. At the same time, profitability within the operation went from negative during the first few years to now representing an important contribution to this business area's profits. KONGSBERG is also one of the very few suppliers to the F35 programme to have produced flawless deliveries. This leads to an extremely strong position in a programme that will generate income for the Group for the next 20–30 years.
The Integrated Defence Systems (IDS) area delivers, among other things, the air defence system NASAMS and command and control systems for submarines. Activity in 2018 declined somewhat as a result of the major NASAMS programme KONGSBERG won together with Raytheon in 2014 approaching the final deliveries. Towards yearend, activity picked up as a result of initiation of deliveries to Lithuania and Indonesia related to the contracts won in 2017. NASAMS has also been chosen as an air defence system in Qatar and Australia, and both countries are expected to enter into contracts with Raytheon/ KONGSBERG within the next 6-18 months.
IDS is also the KONGSBERG hub for submarine technology. In 2018, kta naval systems was established. kta is a joint venture between KONGSBERG, the German company thyssenkrupp Marine Systems (tkMS) and Atlas Elektronik, and an exclusive agreement has been entered into to supply command-control systems for future submarines built by thyssenkrupp Marine Systems.
KONGSBERG is also the largest aerospace industry company in the Nordic region, and activity within this segment is increasing.
KONGSBERG has, over time and in cooperation with the Norwegian Armed Forces and the Norwegian Defence and Research Establishment, developed systems for Norway that have proved to be competitive internationally. It is of great importance to the Group that this national partnership continues. The cooperation provides the Norwegian Armed Forces with the possibility to develop and deploy technology that is particularly suitable for Norwegian conditions as well as maintaining a quality and cost that allows it to succeed in the international competition. Investing in defence programmes is an extensive and timeconsuming process. The
customers of large defence systems are the defence authorities in the respective countries. These customers consider national security and domestic economic development as significant factors, in addition to price and performance, when purchasing defence equipment. National budgets and policies will therefore have a strong impact on whether and when any contract can be entered into with KONGSBERG. The market is not subject to international free trade agreements and is often characterised by more national protectionism than is to be seen in most other industries. Predictability in the export regulations with respect to defence material and the application of the regulations is therefore an important framework condition for KONGSBERG.
It is important for the Norwegian defence industry that the Norwegian authorities' emphasis is on offset agreements and agreements that secure market access in connection with purchase of defence equipment from abroad. When the Norwegian Armed Forces make significant investments through foreign suppliers, this ties up a significant part of the defence budget, and purchases from domestic suppliers may be
KONGSBERG's position as an attractive defence supplier in the international market will continue to be based on close cooperation with the Norwegian Armed Forces.
The Subsea division shows an all-time high order intake, with total orders of over MNOK 3,000 in 2018.
negatively affected. To ensure that military supplies are well adapted to Norwegian conditions and to guarantee a sustainable and competitive Norwegian defence industry, we emphasise the importance of Norwegian participation in such programmes. Both the Government and the Parliament have stressed the importance of industrial participation for Norwegian industry, and that this is in line with international practice. KONGSBERG will continue to emphasise partnerships with major defence contractors and continue to support the local industry in the business area's markets further. KONGSBERG's position as an attractive defence supplier in the international market will continue to be based on close cooperation with the Norwegian Armed Forces. This cooperation is the platform for developing leading products that are necessary for a modern military defence. This also means increased activity for many of the business area's approximately 1,500 Norwegian subcontractors, based all over the country.
| MNOK | 2018 | 2017 |
|---|---|---|
| Operating revenues | 7 545 | 7 429 |
| EBITDA | 594 | 589 |
| EBITDA margin | 7.9% | 7.9% |
| New orders | 8 884 | 7 336 |
| Order backlog | 5 739 | 4 820 |
KM increased its turnover by 1.6 per cent in 2018, while the EBITDA margin was 7.9 per cent, the same as in 2017. EBITDA was affected by MNOK 110 of integration costs connected to the acquisition of RRCM in 2018. MNOK 93 of restructuring costs was registered in 2017. Adjusted for this, KM shows an increase in its EBITDA margin from 9.2 to 9.3 per cent in 2018. The order intake increased by over MNOK 1,500 in 2018 to MNOK 8.884, which gives a book/bill of 1.18. This gives an order backlog of MNOK 5,739 at the end of 2018, compared with MNOK 4,820 the year before.
After Q2 2015, significant cost reduction measures have been implemented in KM to adjust the cost base to the weak oil and gas market. The number of employees and hired personnel during this period was reduced by over 1,000 people. Throughout 2018, activity has been increasing somewhat in certain segments, and during the second half of 2018, the business area increased its number of employees by over
The Subsea division shows an all-time high order intake, with total orders of over MNOK 3,000 in 2018. There has been a particularly high order intake from hydrography and fisheries, as well as from the market for autonomous underwater vessels (AUV). This applies to both the Norwegian and US segments of the AUV business.
The order intake is over 30 per cent higher in 2018 than in 2017 for the divisions that deliver to the new build market (Vessel Systems and Solutions). In the traditional vessel markets, improvement comes particularly from the bulk carrier, shuttle tanker and LNG market. Traditional offshore markets such as supply and drilling are still weak, but the order intake has developed positively for both offshore production vessels and construction vessels compared to 2017.
Global Customer Support has had high capacity utilisation and increasing activity in 2018. KM's after-market revenues are not included in the business area's order backlog. KM has a well-established after-market network that supports more than 18,000 vessels fitted with KMequipment, and after-market activity represents about one third of KM's turnover. The competitive situation within
KM delivers to markets beyond the traditional offshore market, and several of these have shown positive development. Examples are fisheries, research, marine robotics and freight and passenger ships.
traditional vessel solutions has been intensive in recent years, as a consequence of generally low contracting for new deliveries. This is in addition to the fact that comprehensive integrated vessel solutions, which include high proportions of third-party deliveries and which generally result in lower contributions, means that the life cycle is extremely important in terms of securing increased profitability in KM.
For several years, KM's strategy has been to expand the delivery scope for every single vessel. In 2016, an integrated vessel solution concept was launched, and KM has seen a good order intake for this concept in 2018. The business area has established itself, to an even greater extent than before, as a supplier of "complete" solutions for a wide range of vessel classes. Vessels that previously could involve contracts in the order of a few "tens of millions" gave KM single delivery contracts valued at more than MNOK 100 in 2018, for example Ro-Pax and offshore vessels. The acquisition of RRCM means that KM will be able to develop the concept further in the future. The largest contracts signed for the delivery of integrated vessel solutions in 2018 were:
• A contract of MUSD 21 for deliveries to a semi-submersible drilling rig that will be built by Keppel Fels Limited for
Awilco Drilling.
Several of the business areas' core markets are still very challenging, but considerable investments are still being made in development of new high-priority products and solutions in the existing and new markets. An area that has seen investment is remote services, where the number of vessels prepared for these types of services has increased significantly in recent years. Over the last three years, the number of vessels controlled in a way that allows remote-controlled services has increased by over 400 per cent to around 1,300 vessels. This enables significant efficiency gains for both KM and for shipowners.
Another area that has seen investment in recent years is autonomy. KM is involved in a number of commercial autonomy projects. The most high profile of these is Yara Birkeland, which is the world's first autonomous, electric and emissions-free container ship. KONGSBERG is responsible for developing and supplying all key technology on
board the ship, including control systems, sensors and necessary integration for remote and autonomous operations.
KM delivers to markets beyond the traditional offshore market, and several of these have shown positive development. Examples are fisheries, research, marine robotics and freight and passenger ships. There has been positive development with regards to the delivery of modern low-emission and energy-efficient solutions in several vessel segments. This is partly due to new regulatory requirements for commissions from vessels, as well as attractive new build prices. The good order intake and profitability level in 2018 confirm that KM is able to adjust to changing market conditions. This has been achieved through restructuring, and a focus on expanded scope of delivery and concepts for new markets for KM.
The Norwegian maritime and offshore sectors are important for the export industry. The Board therefore emphasises the need for a governmental industrial policy promoting growth and development in this sector, including competitive conditions and financing solutions.
Other activities consist of Kongsberg Digital (KDI), property, group functions and eliminations between the business areas.
| Directors' Report 2018 | Financial Statements and Notes | Statement from the Board | Auditor's Report | ||
|---|---|---|---|---|---|
| 01 Year 2018 | 02 About KONGSBERG |
03 Sustainability | 04 Corporate Governance |
05 Directors' Report and | Financial Statements |

Maritime

KDI was established in 2016 as an important step for development of the next generation of digitalised products and services within our core areas. In 2018, the area has focused on taking new and strengthening existing positions related to digitalisation within the oil and gas, wind and merchant marine markets. The area is of great strategic importance to KONGSBERG, and is an important investment with regards to both the development and the digitisation the company sees as being within its core area.
KDI is entering 2019 with a total order backlog of MNOK 838. This is an increase of 38 per cent on last year.
The Group's operating revenues in 2018 were MNOK 14,381, which is down 0.8 per cent from MNOK 14,490 in 2017. KM saw an increase in operating revenues of 1.6 per cent, while KDA saw a decrease of 3.6 per cent in 2018.
EBITDA totalled MNOK 1,394 (MNOK 1,279) in 2018, resulting in an EBITDA margin of 9.7 per cent (8.8 per cent). EBITDA was affected by MNOK 110 of integration costs connected to the acquisition of RRCM along with MNOK 89 of acquisition costs. The 2017 EBITDA was negatively affected by restructuring costs, pay back of forward exchange contracts and reversals of provisions amounting to MNOK 256. KDA has increased its EBITDA from MNOK 612 to MNOK 863 from 2017 to 2018, while KM increased from MNOK 589 to MNOK 594.
Profit before tax was MNOK 844, compared with MNOK 654 in 2017. Profit after tax was MNOK 704, equivalent to NOK 5.58 per share in 2018, compared with MNOK 559, equivalent to NOK 4.62 per share in 2017. Return on average capital employed (ROACE) was 12.5 per cent in 2018 (9.0 per cent).
| 25 000 20 000 |
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|---|---|---|---|---|---|
| 15 000 | Kongsberg | ||||
| 10 000 | KONGSBERG | Defence & | Kongsberg | Other/ | |
| MNOK 5 000 |
consolidated | Aerospace | Maritime | eliminations | |
| 0 Operating revenues |
2018 | 14 381 | 6 104 | 7 545 | 732 |
| 2013 2014 2015 2016 2017 2017 |
14 490 | 6 333 | 7 429 | 728 | |
| Change in per cent | (0.8%) | (3.6%) | 1.6% | 0.6% | |
| EBITDA | 2018 | 1 394 | 863 | 594 | (63) |
| 2017 | 1 279 | 612 | 589 | 78 | |
| Change in per cent | 9.0% | 41.0% | 0.9% | (180.8%) | |
| EBITDA margin | 2018 | 9.7% | 14.1% | 7.9% | (8.6%) |
| 2017 | 8.8% | 9.7% | 7.9% | 10.7% | |
| New orders | 2018 | 16 574 | 6 885 | 8 884 | 805 |
| 2017 | 13 430 | 5 376 | 7 336 | 718 |
Change in per cent 23.4% 28.1% 21.1% 12.1%
01 Year 2018 05 Directors' Report and Financial Statements 02 About 03 Sustainability KONGSBERG 04 Corporate Governance Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
KONGSBERG's dividend policy states that dividend over time shall constitute between 40 and 50 per cent of the company's ordinary profit for the year. The Board proposes an ordinary dividend for the financial year 2018 at the same total level as for the financial year 2017: MNOK 450. This is equivalent to NOK 2.50 per share (3.75). The number of outstanding shares increased from 120,000,000 to 179,990,065 due to a rights issue in 2018. The dividend represents 64.2 per cent (81,2 per cent) of the profit for the year.
KONGSBERG had a positive cash flow from operating activities of MNOK 2,189 (MNOK 2,899) in 2018. This primarily consists of a MNOK 1,394 EBITDA, adjusted for changes in net current assets, current liabilities, net changes in investments in associated companies and joint ventures, other accruals and paid taxes.
In 2018, there was a negative cash flow related to investment activities of MNOK 382 (MNOK 528). Of these, MNOK 211 was related to the net purchase/ sale of property, plant and equipment, and MNOK 130 is related to capitalised research and development. Cash flow from financing activities is MNOK 5,250, which is
mainly related to payments of equity from the completed rights issue of MNOK 4,937 (net after issue costs), new bond loans totalling MNOK 1,000, dividend payments of MNOK 450 and interest payments of MNOK 100.
Net change in cash and cash equivalents, after the effect of exchange rate changes, was MNOK 7,082 (MNOK 1,068).
The Group's equity as of 31 December 2018 was MNOK 12,626, which is 45.7 per cent of total assets. The book value of equity increased by MNOK 5,261 in 2018, MNOK 4,951 of which was related to the November 2018 rights issue (net after issue costs and tax). The Group's net interestbearing debt (cash less interestbearing debt) as of 31 December 2018 was MNOK -5,706. Long-term interest-bearing debt mainly consists of six long-term bond loans totalling MNOK 4,000. The Group also has a bond loan of MNOK 250 maturing in 2019.
The Group also has an undrawn syndicated loan facility of MNOK 2,300 which matures on 15 March 2023.
KONGSBERG's business requires a long-term perspective in both performance and strategy. At the same time, the need for working capital may vary
substantially. This calls for sound liquidity and predictable access to capital over time.Accordingly, one of the Group's goals is to maintain a good credit rating with its lenders and investors.
The company's currency policy means that contractual currency flows are hedged by forward contracts (fair value hedges). In addition, the Group hedges a proportion of expected order intake for large contracts according to the established policy (cash flow hedges). The Group uses hedge accounting.
At the end of 2018, the balance of forward contracts related to fair value hedges was MNOK 8,283 measured at the hedged rates. On 31 December 2018, these forward contracts had a net negative fair value of MNOK 384. In addition, the Group had a negative value (net purchases) of MNOK 4,604 in cash flow hedges measured at agreed rates, consisting of forward contracts. On 31 December 2018, these forward contracts had a net positive fair value of MNOK 67.
KONGSBERG has established strong positions within both the civil and defence areas in recent years.
KONGSBERG has strengthened and established new, strong and important positions within both the civil and defence areas in recent years.
In our civil areas, in a period of generally challenging markets, we have focused heavily on existing and new markets. There is also a great deal of international interest in the modern product portfolio from our defence area. This bodes well for future order intake in both the short and long term, and provides a solid foundation for long-term growth. Fluctuations in the margin situation must be expected between quarters, as a consequence of milestones achieved and the current combination of projects.
In 2019, KM will highly prioritise the completion, and then integration, of the ongoing acquisition of RRCM. Extensive
preparations are under way to ensure that the process is successful. KM delivers to the entire vessel market, including merchant marine, offshore and other specialised vessels, which makes KM more robust. With equipment installed on over 18,000 vessels, a figure which will increase to 25,000 with RRCM, the aftermarket also offers significant opportunities for this business area. We are expecting the new build market to continue to be challenging in 2019. However, operating revenues are expected to increase this year compared to last year, based on the order intake in 2018 and some improvement in the after-market.
KDA has been selected as the preferred supplier for several programmes, for which contracts are expected to be signed over the next 24 months. The contract signing dates could thereby affect operating revenues in the current year. Orders which have already been signed are providing the
basis for some growth in 2019 compared to 2018, irrespective of these.
In recent years, KDI has been investing considerably in establishing new positions and strengthening existing positions related to the digitalisation of core areas within the oil and gas, wind and merchant shipping markets. Order intake was around 25 per cent higher in 2018 than in 2017. There will continue to be a focus on developing this area.
KONGSBERG is a global technology group that delivers systems and solutions with extreme performance for extreme conditions. What KONGSBERG delivers is often of strategic importance for our customers, and contributes to the satisfaction of important societal needs and
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
The market value of KONGSBERG shares was MNOK 21,167 at the end of 2018.
development trends within sectors such as safety, energy, transport and climate. It is important for KONGSBERG to hold technological and product positions where we are either world-leading or have the potential to become worldleading in the long term.
KONGSBERG's focus is to ensure increased competitiveness while also laying the foundation for profitable growth. Growth will come through a combination of organic growth and acquisitions. Organic growth should be based on development and expansion of existing products, services and market positions as well as developing or putting together new products for new markets. KONGSBERG is continuously investing in product development and aims to maintain a leading
position with regards to innovation and technology development within the Group's core areas.
KONGSBERG has worldleading products and systems for the international defence market. The main focus for KDA is to secure strategically important contracts and achieve growth in selected geographical areas, both through our own activities and in collaboration with partners. KONGSBERG's goal is to be a leading defence supplier in Northern Europe. Through strong alliances with partners in the US, KONGSBERG has made important breakthroughs with, among other things, missiles and air defence systems in the US market. It is important to consolidate and develop these alliances further. KONGSBERG has a good and long-lasting cooperation with the
Norwegian Armed Forces, which is important for continued international success.
The AIM transaction is expected to be completed in the first half of 2019. The acquisition of AIM will further strengthen KONGSBERG's position as a strategic partner for the Norwegian Armed Forces. Also see the description of AIM under "Acquisition and share issue" on page 94.
KONGSBERG has leading positions in the marine market. KM's strategy is to expand deliveries and after-market activities through continued innovation and acquisitions. The marine market is changing and KM has identified four key areas: (i) integrated solutions, (ii) digitalisation, (iii) remote services and (iv) autonomy. In 2018, KM carried out a significant and strategically important acquisition of the commercial maritime business of Rolls-Royce. The transaction is expected to be completed on 1 April 2019. The acquisition is central to the success of the strategy of taking a leading position in integrated maritime solutions, further strengthening the international sales and service set-up and remaining at the forefront of the

Share price development since listing on the Oslo Stock Exchange NOK (Indexed at NOK 100 – 31 December 1993)

KONGSBERG
KONGSBERG
| KONGSBERG | Governance | Financial Statements | |
|---|---|---|---|
| Directors' Report 2018 | Financial Statements and Notes | Statement from the Board | Auditor's Report |
01 Year 2018 05 Directors' Report and
04 Corporate
development of new advanced solutions.
KDI is well positioned to become a key player within the digital transformation. In the future, the main focus for KDI will be the roll-out of an advanced solution for "digital twins" and advanced systems to connect vessels to land through the digital platform Kognifai. An important area of focus for KONGSBERG is to ensure that KDI has the necessary strength to take a significant position within these key areas.
KONGSBERG shall provide the equity market with relevant, comprehensive information as the basis for a balanced, correct valuation of the share. The Group emphasises maintaining an open dialogue with the equity market and media.
On 28 November 2018, 59,990,065 new shares in KONGSBERG were issued in connection with a rights issue linked to the acquisition of RRCM, bringing the total of shares issued to 179,990,065. The number of shares issued before the rights issue was 120,000,000. The State, represented by the Ministry of Trade, Industry and Fisheries, participated in the rights issue with the State's pro rata share, and has maintained its stake after the issue (50.001 per cent). The rights issue closed on 22 November and new share capital was registered on 28 November 2018. The preferential rights had coverage of 99.2 per cent, of which the remaining preferential rights were distributed pro rata on oversubscription to subscribers with subscription rights. The rights issue had 25.7 per cent oversubscription. Offer shares were not awarded to subscribers other than holders of subscription rights.
The price of the KONGSBERG share decreased from NOK 131.18 at the end of 2017 to NOK 117.60 at the end of 2018. This gives a market value at the end of 2018 amounting to MNOK 21,167. Including a dividend of NOK 3.75 per share, the return in 2018 amounted to -8.4 per cent. In the same period, the main index (OSEBX) on the Oslo Stock Exchange saw a reduction of 1.8 per cent. As of 31 December 2018, KONGSBERG had 11,594 shareholders (9,247). The Group had 902 (820) foreign shareholders who collectively owned 17.37 per cent (14.28 per cent) of the shares. The Norwegian State,
represented by the Ministry of Trade, Industry and Fisheries, is the largest shareholder with 50.001 per cent of the shares. At the end of the year, the ten largest shareholders held a total of 71.34 per cent (75.88) of the shares. The number of shares outstanding is 179.99 million (120 million), each with a nominal value of NOK 1.25. By the end of 2018, KONGSBERG held a total of 19,869 (8,961) treasury shares.
KONGSBERG has paid dividends to its shareholders in every year since the company was listed in 1993, except for in 2000 and 2001. The dividend policy stipulates that dividend over time shall constitute between 40 per cent and 50 per cent of the company's profit for the year. In determining the size of the dividend, the expected future capital requirements shall be considered.
At the Annual General Meeting on 16 May 2018, an ordinary dividend of NOK 3.75 per share (2017) was agreed upon.
For the financial year of 2018, the Board proposes paying an ordinary dividend totalling MNOK 450 (MNOK 450), equivalent to NOK 2.50 per share (NOK 3.75 per share). The dividend represents 64.2 per cent (81.2 per cent) of the ordinary profit for the year.
KONGSBERG is exposed to different types of risks, and the Board closely monitors trends in the various risk areas. The Board is of the opinion that there is a healthy balance between the overall risk and the Group's capacity to deal with risk.
01 Year 2018 05 Directors' Report and Financial Statements
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
Through the acquisition of Rolls-Royce Commercial Marine, the Group has expanded KM's delivery scope, thus reducing the risk of marginalisation.
In 2018, a total of 48.9 million (17.9 million) KONGSBERG shares were traded in 237,274 (65,354) transactions. On 28 November 2018, the number of shares increased by 59.99 million. The company works actively to promote interest in the share through activities within the investor markets. KONGSBERG is regularly represented at road shows, meetings and conferences both in Norway and abroad. The goal for 2019 is to maintain the high activity against the investor market. Investor presentations are held in connection with each quarterly report.
The Board believes that employee share ownership is positive. Employees can buy shares in the company through the annual share programme. During the spring of 2018, the Group's annual share programme for employees was carried out for the 22nd time. Shares are sold to employees with a 20 per cent discount on the market price. In 2018, employees were offered shares for up to NOK 30,000 after discount. A total of 446,868 (550,951) shares were sold at a price of NOK 138.50 (20 per cent discount on the market price). 2,269 (2,132) employees took advantage of the offer.
KONGSBERG is exposed to different types of risks, and the Board closely monitors trends in the various risk areas. The Board is of the opinion that there is a healthy balance between the overall risk and the Group's capacity to deal with risk. The administration prepares monthly operating reports and quarterly risk reports which are reviewed by the Board. The administration carries out annual risk analyses of more general nature. In addition, the administration (and the Board) perform risk analyses when considering major investments, customer contracts, ventures and acquisitions. The Board has an Audit Committee to support the Board to deal with the financial statements and relevant judgement issues, and to follow up internal control, compliance and risk management within the Group. The Audit Committee meets, as a minimum, in connection with the issue of annual and interim financial statements.
The Group's activities are international with delivery of high-tech systems and solutions, primarily to customers in the offshore market, merchant marine and defence. Market risk could therefore vary somewhat within these different segments.
The offshore market comprises exploration, development, production and transport of oil and gas. There are also support functions such as supply services, operational support, as well as maintenance and service on platforms and vessels. KONGSBERG is a supplier of products and services for all these segments. The demand for energy and oil price development will impact the willingness to invest in this market. The investment levels could also vary between the various geographical areas depending on e.g. oil reserves and the level of exploration and production activities. The negative trend in recent years in the oil, gas and offshore market have increased corporate risk and affected the corporate activity level, and this has particularly affected KM. Lower shipbuilding activity has led to increased competition and this involves a risk for KM to be marginalised. More challenging oil and gas fields and increased focus on costs in the industry in general create new niches in the market, which in turn creates the need for new technological solutions. Through the acquisition of RRCM, the Group has expanded KM's delivery scope, thus reducing the risk of marginalisation.
The acquisition of RRCM is a significant transaction for the Group, and it is crucial to able to integrate the business into KM
Financial Statements KONGSBERG Governance Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
02 About 03 Sustainability
01 Year 2018 05 Directors' Report and
04 Corporate
successfully and quickly. This represents a significant risk factor for the Group, particularly in 2019. Since the decision on the acquisition was taken, the Group has devoted considerable resources to planning the take-over, and the risk is being, in the opinion of the Board, managed in a satisfactory way.
The merchant marine market includes all types of vessels from simple dry cargo ships to advanced tankers. Passenger ships in cruise and ferry traffic are also an important part of the market. Contracting of new ships is closely linked with the expected development in transport demand. Global economy development influences the demand for water transport of people, energy, raw materials and manufactured products. The type of ship and geographical areas also influence the market.
Products and systems are delivered for land-, air- and sea-based defence in the defence market. Due to strict security requirements and protection of various countries' own defence industry, it is often difficult for defence suppliers to win defence contracts outside their home country. There is a significant degree of protectionism in Europe and the U.S. as well as for the defence market in general. However, there are still opportunities through long-term relationships and niche products, and this is partially safeguarded through KONGSBERG's relationships with major foreign defence companies.
Generally speaking, KONGSBERG operates in markets that are highly susceptible to technological developments, ones that may affect KONGSBERG's leading position with regards to technology. Cyclical fluctuations will also influence these markets to various degrees and at different points in time. Export control regulations and sanctions may result in uncertainty about market opportunities.
The Group's value creation primarily comprises delivery of systems and solutions of high technological complexity, and the deliveries are typically organised as projects. Effective project management is therefore a key success factor in reducing operating risk. KONGSBERG has established project management goals based on internal and external "best practices", and project managers attend an internal training programme. The projects' revenues are based on contracts, and the uncertainty is largely related to estimating the remaining costs and determining the percentage of completion, but also counterparty risk and warranty obligations. The Group has established principles for categorising projects in terms of technological complexity and development content. This forms the basis for an assessment of implementation risk and recognition of revenue in the projects.
KONGSBERG is exposed to various financial risks, and aims to balance the financial risk elements in order to promote predictability in the Group. Financial risk at KONGSBERG is managed centrally by guidelines for financial risk management adopted by the Board and included in the Group's financial policy. The Group's financial risk management is described in detail in Note 5, "Financial risk management objectives and policies".
KONGSBERG has a diversified customer base mainly comprising public institutions and larger private companies in a number of countries. Historically, the Group has had minor losses on receivables. Measures to limit the risk exposure are implemented continuously where necessary. The Group's liquidity risk is managed centrally by requiring loans to be renewed well in advance of maturity as well as the use of liquidity prognoses.
With a large portion of foreign customers and contracts in foreign currency, the Group's revenues are affected by fluctuations in exchange rates. KONGSBERG's currency policy implies that the contractual currency cash flows are hedged mainly by using forward contracts. In addition, a share of the expected order intake is hedged in accordance with the prescribed guidelines that govern how large a share of the expected order intake should be hedged, depending on the time to the expected order intake.
KONGSBERG has for several years established and developed compliance functions. Regulations, as well as monitoring and reporting systems are established for managing risks related to areas such as anti-corruption, supply chains and whistleblowing. Training within the area of ethics and compliance is carried out in the entire organisation, both in Norway and abroad.
We conduct periodic evaluations of our compliance and anti-corruption program. The most recent was an external evaluation of Kongsberg Group ASA (parent company) in 2017. In 2017 and 2018, our business areas performed internal audits against the relevant criteria. The evaluations confirm that the programme complies with national and international laws, while providing important input to our work on continuous improvement.
The Board considers KONGSBERG's compliance programme to be of a good level internationally.

02 About 03 Sustainability KONGSBERG
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
As a high-tech company, KONGSBERG is constantly exposed to external threats associated with data security and is under constant pressure from different external players. In essence, it is at risk of virus attacks, attempts at hacking, social manipulation and phishing scams. Executive management prioritises and focuses on monitoring and measures to prevent attacks. The main focus with regards to cyberattacks is on monitoring and preventive measures, where advanced technology is used. This, together with providing employees with information and training, helps to ensure that the Group continuously improves its ability to withstand these threats.
A significant portion of the value created by KONGSBERG consists of developing high-tech solutions for domestic and international markets. KONGSBERG's technology platform has been systematically built up through many years and is an important factor for our competitiveness. Technology transfer between the different parts of the Group is significant. Future-oriented technology competence within digitalisation is being built in KDI. We are also working with our main technology partners to further develop our technology platform. KONGSBERG continuously invests in product development, both internally financed and through customer-funded programmes. Over time, the total costs of product development account for about 10 per cent of operating revenues.
Asia
Europa
Sør-Amerika
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Nord-Amerika

2013 2014 2015 2016 2017
2013 2014 2015 2016 2017
KONGSBERG shall represent a sustainable development characterised by a sound balance between economic performance, value creation and social responsibility. Sustainability and corporate social responsibility are integrated into the Group's strategy processes. Sustainable technological innovation is a central element in contributing towards solving the major global challenges the world faces. For KONGSBERG, this means business opportunities in several markets viewed in the light of our broad technological and skills platform. We are conscious of the risk associated with our "license to operate", both in terms of compliance with laws and regulations, as well as development in terms of resource scarcity, world turmoil, development in global megatrends, etc. KONGSBERG has, and will continue to have, a great focus on anti-corruption and corporate social responsibility in its supplier network, as well as on the follow-up of human and workers' rights, both in our own organisation and with our business partners. Reference is made to the chapter on corporate responsibility for a more detailed description of the Group's corporate social responsibility efforts.
The Board is of the opinion that health, safety and environment is handled in a manner that promotes job satisfaction and a sound working environment. Health, safety and the environ-
ment is important for KONGSBERG and is part of our licence to operate. One basic principle is that HSE work should be preventive. The Board is closely monitoring the work by reviewing HSE reports quarterly. In 2018, KONGSBERG's first "Global HSE Day" was organised, a joint HSE campaign for the entire group, with "Awareness" as a common theme for the campaign. Other training measures and campaigns have been implemented, adapted to the different risk areas, and this contributes to and promotes a good HSE culture. Risk analyses are carried out regularly and form an important part of the preventive HSE work.
The reduction of workrelated events with and without absence ("TRI") has continued, from 3.2 in 2017 to 1.6 in 2018. The number of registered events involving absence has dropped from 31 to 13. Absence due to illness continues to be low within the Group, 2.6 per cent (2.3 per cent i 2017). For businesses in Norway, there was a small increase to 3.0 per cent, from 2.8 per cent in 2017. There is systematic follow-up of employees on sick leave, with particular focus on getting long-term absentees back to work. Further details about key sustainable figures for HSE are found in the Group's report on sustainability, page 72.
All employees in Norway have access to company health services. This varies in accordance with local practices and legislation in our foreign business activities. At the end of 2018, 34 per cent of KONGSBERG's employees were based outside Norway. This requires additional attention and insight with respect to HSE issues in the countries in which we operate.
The climate and environmental statement provides an overview of KONGSBERG's consumption of energy, CO2 emissions and waste processing. The Groups' most significant positive contribution to the climate challenges is that an increasing number of our products and solutions are contributing in various ways to reduced emissions. This is central to our business strategy.
Our climate statement shows that CO2 emissions have increased by 10 per cent from 2017 to 2018, mainly due to increased travel activity (reduced by 3 per cent from 2017 to 2018).
A detailed overview of the climate and environmental statement for 2018 can be found in the Group's report on sustainability for 2018, page 73.
The Group has adopted a target of reducing CO2 greenhouse gas emissions by 20 per cent relative to turnover by the end of 2020, with the baseline in figures as of 31 December 2015. The reduction achieved between 2015 and 2018 was 10 per cent of actual emissions (tonnes of CO2 ). No serious incidents related to environmental pollution were reported in 2018.
| Number of | ||
|---|---|---|
| employees | 31 Dec 18 31 Dec 17 | |
| Kongsberg Defence & | ||
| Aerospace | 2 448 | 2 421 |
| Kongsberg Maritime | 3 794 | 3 819 |
| Other | 600 | 590 |
| Total in the Group | 6 842 | 6 830 |
| Proportion outside | ||
| Norway | 34% | 35% |
KONGSBERG has a unique and strong culture that has been developed over several years. Individuals and teams who comply with our values and demonstrate good behaviour are to be appreciated. This culture will help us attract people with the right competences and behaviours to address the technical challenges of tomorrow in a sustainable manner. Cooperation is fundamental to our business. In 2018, the "Collaboration Award" was awarded for the first time, recognising teams and projects whose value has been crucial in achieving successful results.
Leadership in KONGSBERG is about creating value and achieving results through people. The key to success lies in the combination of good management and dedicated employees. Managers shall exercise their leadership based on our values, the Corporate Code of Ethics and Business Conduct and management principles. Our managers must create an environment in which our employees will prosper and succeed in meeting the strategic priorities of customer satisfaction, innovation and operational excellence. On the basis of this, we have implemented a management development programme, Leadership@ KONGSBERG, that will contribute to clarifying and quality assuring processes for goal setting, followup and evaluation.
An important condition for long-term success is that KONGSBERG properly manages employee competencies. The Group is aiming to increase the exchange of knowledge and staff between the business areas. Good work processes and development opportunities are important incentives in recruiting and retaining good employees. KONGSBERG puts emphasis on strengthening competences and
The Groups' most significant positive contribution to the climate challenges is that a great number of our products and solutions are contributing in various ways to reduced emissions.
is continuously working to develop our employees. 66 per cent of KONGSBERG's employees have college or university level education.
The Group educates skilled workers within several disciplines in cooperation with the education company Kongsberg Technology Training Centre AS, partly owned by KONGSBERG. During 2018, there were 42 apprentices in total. In addition, the company facilitates and stimulates employees to acquire apprenticeship completion certificates as private candidates, known as practice candidates.
Cooperation with employee unions and organisations through established cooperation and representation arrangements are well functioning and constitutes valuable contributions to meeting the Group's challenges in a constructive manner.
Diversity and gender equality adds value and increased competitiveness. It expands the mind-set and has a positive influence on the company's strategy and management. We are therefore working systematically to recruit, develop and keep people of different ethnicity, national origin, skin colour, language, religion, life stance, age or gender. A total of 1,490 (22 per cent) of the employees are women, and three of five shareholder-elected directors on the Board are women. As of 31 December 2018, the corporate management team included two women. The company considers it important to promote gender equality and prevent discrimination in conflict with the Gender Equality Act. Long- and short-term goals have been established to help increase the percentage of women in the Group, both in terms of employment and in terms of management positions. As far as is possible, KONGSBERG tries to adapt working conditions so that individuals with diminished functional abilities can work for the Group. The Board Compensation Committee has a particular responsibility for follow-up on diversity. In the opinion of the Board, the Group complies with current regulations.
KONGSBERG's objective is to secure and increase stakeholder value through profitable and growth-oriented industrial development with a long-term, sustainable and international perspective. Good corporate governance and corporate management shall reduce business-related risk, while the
company's resources shall be utilised in an effective and sustainable manner. Values created should benefit shareholders, employees, customers and society in general.
The Board considers it important to review and update the Group's corporate governance documents annually to comply with the "Norwegian Code of Practice for Corporate Governance".
According to Section 3-3b of the Accounting Act, the company shall prepare a statement on corporate governance. The statement will, pursuant to Section 5-6 of the Public Limited Companies Act, be discussed at the Annual General Meeting. The description on pages 75-90 is based on the latest revised version of the Norwegian Code of Practice for Corporate Governance of 17 October 2018.
The Board has a separate Compensation Committee which deals with all significant matters related to wages and other remuneration to senior executives before the formal discussion and decision by the Board. In line with the Norwegian Companies Act, the Board has also prepared a statement on the remuneration of
02 About 03 Sustainability
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
the Group CEO and Executive Management included in Note 27 to the consolidated financial statements.
PROFIT FOR THE YEAR AND ALLOCATION OF NET PROFIT
The parent company Kongsberg Gruppen ASA made a net profit of MNOK 1,313 in 2018. The Board proposes the following allocation of profit for the year in Kongsberg Gruppen ASA:
| Dividends | MNOK | 450 |
|---|---|---|
| To other equity | MNOK | 863 |
| Total allocated | MNOK | 1 313 |
The proposed dividend constitutes 64.2 per cent of the Group's ordinary profit for the year.
In compliance with Section 3-3a of the Norwegian Accounting Act, it is confirmed that the going concern assumptions continue to apply. This is based on forecasts for future profits and the Group's long-term strategic prognoses. The Group is in a healthy economic and financial position.
Kongsberg, 21 March 2019
Eivind Reiten Chairman
Anne-Grete Strøm-Erichsen Director

Irene Waage Basili Deputy chairman
Sigmund Ivar Bakke Director
Martha Kold Bakkevig Director
Elisabeth Fossan Director
Morten Henriksen Director
Helge Lintvedt Director
Geir Håøy President and CEO
Year 2018 05 Directors' Report and Financial Statements
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
Page Page
| 112 | Consolidated income statement 1 January–31 December | ||
|---|---|---|---|
| 113 | Consolidated statement of comprehensive income | ||
| for the period 1 January–31 December | |||
| 114 | Consolidated statement of financial position at 31 December | ||
| 115 | Consolidated statement of changes in equity | ||
| 115 | 1 January–31 December | ||
| 116 | Consolidated statement of cash flow 1 January–31 December | ||
| 117 | Notes | ||
| 117 | 1 | General information | |
| 117 | 2 | Basis for the preparation of the consolidated | |
| financial statements | |||
| 118 | 3 | Summary of significant accounting policies | |
| 128 | 4 | Fair value | |
| 129 | 5 | Management of capital and financial risks | |
| 130 | 6 | Operating segments | |
| 133 | 7 | Contracts with customers | |
| 135 | 8 | Shares in joint arrangements and associated | |
| companies | |||
| 136 | 9 | Inventories | |
| 136 | 10 Personnel expenses | ||
| 136 | 11 Pensions | ||
| 141 | 12 Property, plant and equipment | ||
| 142 | 13 Intangible assets | ||
| 143 | 14 Impairment testing of goodwill | ||
| 145 | 15 Financial income and financial expenses | ||
| 145 | 16 Income tax | ||
| 147 | 17 Earnings per share | ||
| 147 | 18 Other non-current assets | ||
| 147 | 19 Receivables and credit risk | ||
| 149 | 20 Financial instruments | ||
| 149 | A) Derivatives | ||
| 149 | B) Currency risk and hedging of currency | ||
| 152 | C) Cash flow hedges | ||
| 153 | D) Interest rate risk on loans | ||
| 154 | E) Liquidity risk | ||
| 155 | F) List of financial assets and liabilities | ||
| 156 | G) Assessment of fair value | ||
| 156 | H) Estimate uncertainty | ||
| 156 | 21 Cash and cash equivalents | ||
| 157 | 22 Share capital | ||
| 158 | 23 Provisions | ||
| 159 | 24 Other current liabilities | ||
| 159 | 25 Assets pledged as collateral and guarantees |
| 160 | 26 Sale and leaseback |
|---|---|
| 160 | 27 Statement on remuneration of the group |
| CEO and Executive Management | |
| 163 | 28 Remuneration for Executive Management |
| and the Board | |
| 165 | 29 Auditor's fees |
| 165 | 30 List of Group companies |
| 167 | 31 Transactions with related parties |
| 167 | 32 Acquisitions |
| 167 | 33 Definitions |
| 168 | 34 Events after balance date |
| 169 | Income statement 1 January–31 December | |
|---|---|---|
| 170 | Balance sheet at 31 December | |
| 171 | Statement of cash flow | |
| 172 | Notes | |
| 172 | 1 | Accounting policies |
| 173 | 2 | Equity reconciliation |
| 173 | 3 | Shares in subsidiaries |
| 174 | 4 | Payroll expenses and auditor's fees |
| 174 | 5 | Pensions |
| 175 | 6 | Income tax |
| 176 | 7 | Long-term interest-bearing loans and credit facilities |
| 177 | 8 | Guarantees |
| 178 | 9 | Related parties |
| 179 | 10 Currency hedging | |
| 181 | 11 Cash and cash equivalents | |
KONGSBERG (GROUP)
| MNOK | Note | 2018 | 2017 |
|---|---|---|---|
| Operating revenues | 6, 7 | 14 381 | 14 490 |
| Total revenues | 14 381 | 14 490 | |
| Material cost | 9 | (4 297) | (4 417) |
| Personnel expenses | 10, 11 | (5 929) | (5 788) |
| Other operating expenses | 29 | (2 942) | (3 193) |
| Share of net income from joint arrangements and associated companies | 8 | 181 | 187 |
| Operating profit before depreciation and amortisation (EBITDA) | 6, 32 | 1 394 | 1 279 |
| Depreciation | 6, 12 | (350) | (353) |
| Impairment of property, plant and equipment | 6, 12 | (6) | (40) |
| Operating profit before amortisation (EBITA) | 6, 32 | 1 038 | 886 |
| Amortisation | 6, 13 | (93) | (114) |
| Earnings before interest and taxes (EBIT) | 6, 32 | 945 | 772 |
| Financial income | 15 | 59 | 47 |
| Financial expenses | 15 | (160) | (165) |
| Profit before tax | 844 | 654 | |
| Income tax expense | 16 | (140) | (95) |
| Profit for the year | 704 | 559 | |
| Attributable to | |||
| Equity holders of the parent | 701 | 554 | |
| Non-controlling interests | 3 | 5 | |
| Earnings per share in NOK | |||
| - ordinary earnings per share / diluted earnings per share | 17 | 5.58 | 4.62 |
KONGSBERG (GROUP)
| MNOK Note |
2018 | 2017 |
|---|---|---|
| Profit for the year | 704 | 559 |
| Specification of other comprehensive income | ||
| Items to be reclassified to profit or loss in subsequent periods | ||
| Change in fair value: | ||
| – Cash flow hedges, currency 20C |
86 | 598 |
| – Interest rate swap / basis swaps 20C |
(21) | (89) |
| Income tax effect in cash flow hedges and interest rate swaps 16 |
(16) | (124) |
| Translation differences, currency | 70 | 211 |
| Total items to be reclassified to profit or loss in subsequent periods | 119 | 596 |
| Items not to be reclassified to profit or loss | ||
| Actuarial gain/loss on pension expense 11 |
54 | (76) |
| Tax effect on actuarial gain/loss on pension 16 |
(12) | 18 |
| Total items not to be reclassified to profit or loss | 42 | (58) |
| Other comprehensive income for the period | 161 | 538 |
| Comprehensive income for the period1) | 865 | 1 097 |
| Attributable to | ||
| Equity holders of the parent | 862 | 1 092 |
| Non-controlling interests | 3 | 5 |
1) Total comprehensive income for the period is the sum of the period's ordinary income (profit for the year) and other comprehensive income. The other comprehensive income is the sum of the changes to items recognised directly in equity in the period.
KONGSBERG (GROUP)
| MNOK | Note | 2018 | 20171) |
|---|---|---|---|
| Assets | |||
| Fixed assets | |||
| Property, plant and equipment | 12 | 2 531 | 2 658 |
| Goodwill | 13, 14 | 2 011 | 1 981 |
| Other intangible assets Shares in joint arrangements and associated companies |
13 8 |
878 3 400 |
822 3 358 |
| Other non-current assets | 18 | 188 | 204 |
| Total non-current assets | 9 008 | 9 023 | |
| Current assets | |||
| Inventories | 9 | 2 174 | 1 873 |
| Trade receivable | 19 | 2 802 | 2 755 |
| Other short-term receivables | 19 | 460 | 358 |
| Customer contracts, assets | 7 | 2 994 | 3 498 |
| Derivatives | 20A | 182 | 213 |
| Cash and cash equivalents | 21 | 10 038 | 2 956 |
| Total current assets | 18 650 | 11 653 | |
| Total assets | 27 658 | 20 676 | |
| Equity, liabilities and provisions Equity Issued capital |
5 933 | 982 | |
| Other reserves | 554 | 435 | |
| Retained earnings | 6 119 | 5 914 | |
| Equity attributable to owners of the parent | 12 606 | 7 331 | |
| Non-controlling interests | 20 | 34 | |
| Total equity | 22 | 12 626 | 7 365 |
| Non-current liabilities and provisions | |||
| Long-term interest-bearing loans | 20D | 4 020 | 3 340 |
| Pension liabilities | 11 | 538 | 647 |
| Provisions | 23 | 128 | 140 |
| Deferred tax liability | 16 | 1 293 | 1 272 |
| Other non-current liabilities | 11 | 21 | |
| Total non-current liabilities and provisions | 5 990 | 5 420 | |
| Current liabilities and provisions | |||
| Customer contracts, liabilities | 7 | 5 157 | 4 283 |
| Derivatives | 20A | 580 | 645 |
| Provisions | 23 | 515 | 543 |
| Short-term interest-bearing debt | 20D | 312 | - |
| Other current liabilities | 24 | 2 478 | 2 420 |
| Total current liabilities and provisions | 9 042 | 7 891 | |
| Total liabilities and provisions | 15 032 | 13 311 | |
| Total equity, liabilities and provisions | 27 658 | 20 676 |
1) When implementing IFRS 15 Revenue from contracts with customers from 1 January 2018, some lines in the statement of financial position at 31 December 2017 were revised. See note 3 T) "Standards in IFRS that were implemented with effect from 1 January 2018".
Kongsberg, 21 March 2019
Chairman Anne-Grete Strøm-Erichsen
Eivind Reiten
Director
Sigmund Ivar Bakke Director
Irene Waage Basili Deputy chairman
Martha Kold Bakkevig Director
Morten Henriksen Director
Elisabeth Fossan Director
Helge Lintvedt Director
Geir Håøy President and CEO
KONGSBERG Annual Report and Sustainability Report 2018 114
KONGSBERG (GROUP)
| Equity holders of the parent | Non controlling interests |
Total equity |
||||||
|---|---|---|---|---|---|---|---|---|
| Issued capital | Other reserves | Retained earnings |
Total | |||||
| Other issued |
Translation | |||||||
| Share | develop | Hedging | differ | |||||
| MNOK Note |
capital | capital | reserve | ences | ||||
| Equity at 1 Jan 17 | 150 | 832 | (509) | 349 | 5 869 | 6 691 | 34 | 6 725 |
| Profit for the year | 554 | 554 | 5 | 559 | ||||
| Other comprehensive income | 385 | 210 | (58) | 537 | 537 | |||
| Transactions with treasury shares | (1) | (1) | (1) | |||||
| Dividends paid 22 |
(450) | (450) | (450) | |||||
| Dividends, non-controlling interests | (3) | (3) | ||||||
| Translation differences, | ||||||||
| non-controlling interests | (2) | (2) | ||||||
| Equity at 31 Dec 17 | 150 | 832 | (124) | 559 | 5 914 | 7 331 | 34 | 7 365 |
| Equity at 1 Jan 18 | 150 | 832 | (124) | 559 | 5 914 | 7 331 | 34 | 7 365 |
| Profit for the year | 701 | 701 | 3 | 704 | ||||
| Other comprehensive income | 49 | 70 | 42 | 161 | 161 | |||
| Transactions with treasury shares | (3) | (3) | (3) | |||||
| Dividends paid 22 |
(450) | (450) | (450) | |||||
| Capital increase 22 |
75 | 4 922 | 4 997 | 4 997 | ||||
| Net costs connected to the capital | ||||||||
| increase (reduced to reflect effect | ||||||||
| of taxes) | (46) | (46) | (46) | |||||
| Purchase/sale, non-controlling interests |
(85) | (85) | (14) | (99) | ||||
| Dividends, non-controlling interests | (5) | (5) | ||||||
| Translation differences, non | ||||||||
| controlling interests | 2 | 2 | ||||||
| Equity at 31 Dec 18 | 225 | 5 708 | (75) | 629 | 6 119 | 12 606 | 20 | 12 626 |
KONGSBERG (GROUP)
| MNOK | Note | 2018 | 2017 |
|---|---|---|---|
| Profit for the year | 704 | 559 | |
| Depreciation/impairment of property, plant and equipment | 12 | 356 | 393 |
| Amortisation/impairment of intangible assets | 13 | 93 | 114 |
| Net finance items | 15 | 101 | 118 |
| Income tax expense | 16 | 140 | 95 |
| Operating profit before depreciation and amortisation (EBITDA) | 1 394 | 1 279 | |
| Adjusted for | |||
| Change in customer contracts, assets | 575 | 48 | |
| Change in customer contracts, liabilities | 874 | 541 | |
| Changes in other current liabilities | 59 | 240 | |
| Changes in inventories | (301) | 705 | |
| Changes in receivables | (78) | 303 | |
| Changes in other current receivables | (102) | - | |
| Changes in provisions and other accruals | (113) | (114) | |
| Income tax paid | 16 | (119) | (103) |
| Change in net current assets and other operations-related items | 795 | 1 620 | |
| Net cash flows from operating activities | 2 189 | 2 899 | |
| Cash flow from investing activities | |||
| Proceeds from property, plant and equipment | 12 | 19 | 11 |
| Purchase of property, plant and equipment | 12 | (230) | (339) |
| Capitalised internal developed intangible assets (R&D) | 13 | (130) | (187) |
| Purchase of intangible assets | 13 | (11) | (2) |
| Proceeds from acquiring subsidiaries and associated companies | (30) | (11) | |
| Net cash flow used in investing activities | (382) | (528) | |
| Cash flow from financing activities | |||
| Proceeds from interest bearing loans | 20D | 1 000 | - |
| Repayment of interest bearing loans | 20D | (4) | (740) |
| Capital increase | 22 | 4 997 | - |
| Costs connected to the capital increase (before the effect of taxes) | (60) | - | |
| Interest paid | (100) | (110) | |
| Transactions with treasury shares | (20) | (18) | |
| Transactions with non-controlling interests | (115) | (3) | |
| Dividends paid | 22 | (448) | (448) |
| Net cash flow from financing activities | 5 250 | (1 319) | |
| Total cash flow | 7 057 | 1 052 | |
| Effect of changes in exchange rates on cash and cash equivalents | 25 | 16 | |
| Net change in cash and cash equivalents | 7 082 | 1 068 | |
| Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period |
21 | 2 956 10 038 |
1 888 2 956 |
KONGSBERG (GROUP)
Kongsberg Gruppen ASA is a public limited company headquartered in Kongsberg, Norway. The company's shares are traded on the Oslo Stock Exchange. The Board approved KONGSBERG's consolidated financial statements for the accounting year 2018 at its meeting on 21 March 2019. The consolidated financial statements for 2018 include the parent company and subsidiaries (collectively referred to as "KONGSBERG" or "the Group"), as well as the Group's investments in associates and jointly arrangements.
The consolidated financial statements are presented in Norwegian kroner (NOK), and all figures have been rounded off to the nearest million, unless otherwise specified.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and their interpretations, as well as the Norwegian disclosure requirements pursuant to the Accounting Act applicable. The consolidated financial statements have been prepared on a historical cost basis except for the following assets and liabilities:
Significant accounting judgements, estimates and assumptions
During the preparation of the financial statements, the company's management has applied its best estimates and assumptions considered to be realistic based on experience and market conditions. Situations can arise which alter the estimates and assumptions, which will affect the company's assets, liabilities, revenues and expenses. The estimates are reviewed on an ongoing basis and are recognised in the period in which they occur. In the preparation of the consolidated financial statements, management has made some significant judgements relating to the application of accounting policies.
For more detailed information about estimation uncertainty and areas for application of judgement that could have a significant impact on the amounts recognised in the following financial period, please see the following notes:
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its influence on the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group, and de-consolidated when control ceases.
On initial recognition, subsidiaries are measured at their fair value on the date of acquisition. Fair value is allocated to the identified assets, liabilities and contingent liabilities. Added value that cannot be allocated to identified assets is recognised as goodwill. When new subsidiaries are purchased, the results, assets and liabilities in the consolidated accounts are recognised from the time of purchase. The date of acquisition is the date when KONGSBERG obtains control of the acquired company. Normally, control will be achieved when all the terms of the agreement are satisfied. Examples of terms include approval of the Board, the General Meeting or approval from the competition authorities. For business combinations achieved in stages, the financial statements are based on the values at the time when the Group obtained control. Goodwill is calculated at the date control is obtained. When enterprises are acquired and there are non-controlling interests, goodwil mainly is limited to KONGSBERG's proportionate share.
Contingent considerations to be disbursed at a later date when certain conditions of the acquisition are met are recognised at fair value on the date of the acquisition. Subsequent changes in the fair value of contingent consideration classified as an asset or liability are recognised according to IFRS 9 in the income statement. Transaction costs incurred in connection with the business combination are expensed as they accrue.
Entities that constitute the Group are listed in Note 30 "List of Group Companies".
According to IFRS 11 investments in joint arrangements should be classified as either joint operational arrangements or joint ventures, depending on the contractual rights and obligations of each investor. KONGSBERG has assessed its joint arrangements and concluded that they are joint ventures. Joint ventures are entered in the accounts using the equity method.
Associates are entities in which the Group has significant influence, but not control over financial and operating policies (typically a stake from 20 to 50 per cent). Significant influence is the power to participate in the financial and operating policy decisions of the company, but where KONGSBERG does not have control or joint control over those policies. Where the stake is less than 20 per cent, it must be clearly demonstrated that significant influence exists, for example, through shareholder agreements. The consolidated financial statements include the Group's percentage of the profit/loss from associates using the equity method of accounting from the date on which significant influence is achieved and until such influence ceases. When the Group's percentage of a loss exceeds the value of the investment, the carrying amount of the investment is reduced to
zero and no further losses are recognised. The exceptions are cases in which the Group has an obligation to cover the losses.
All intra-group purchases, sales, balances and unrealised gains between Group and associated entities are eliminated in full. Unrealised losses are eliminated correspondingly, unless they are related to impairment requiring recognition in the consolidated financial statements.
Non-controlling interests are included in the Group's equity as a separate line item. Its portion of the result is included in the profit for the year. Non-controlling interests include the portion of the fair value of the subsidiary, including its share of identified excess value on the date of acquisition. The portion of the total comprehensive income is attributed to the non-controlling interest even if that results in a negative balance.
The Group's consolidated financial statements are presented in NOK (Norwegian kroner), which is also the parent company's functional currency. Each entity in the Group determines its own functional currency, and all transactions in the accounts of the individual entities are measured at their functional currency. Foreign currency transactions are measured in the functional currency on the date of the transaction. Customer contracts are hedged and recognised on the basis of the hedged exchange rate. Trade receivables, other receivables, accounts payable and other liabilities in foreign currencies are translated at the exchange rate at the balance sheet date, and currency differences are recognised in the income statement. Differences that arise at the translation of cash flow hedges and meet the criteria for hedge accounting are recognised as a change in fair value on cash flow hedges in the statement of comprehensive income (OCI). The effect is reflected in the annual result upon realisation of the cash flow hedges. See also 3J "Financial instruments".
Gains and losses related to foreign exchange items in the normal operating cycle are included in the operating profit before depreciation and amortisation. Other gains and losses related to items in foreign currency are classified as financial income or costs.
Assets and liabilities in foreign operations applying functional currencies other than NOK are translated into NOK at the rate of exchange prevailing at the balance sheet date. Revenues and expenses in foreign currencies are translated into NOK at the average exchange rates on a monthly basis. Foreign currency translation differences are recognised in other comprehensive income. When a foreign entity is disposed of with the result that KONGSBERG no longer has control, the accumulated translation differences are recognised in the income statement and reversed at the same time in other comprehensive income.
IFRS 15 consists of 5 steps that will be assessed to find the correct revenue recognition.
Step 1: Identifying customer contracts
Step 2: Identifying separate performance obligations
Step 3: Stipulating the transaction price
Step 4: Allocating the transaction price
Step 5: Recognition when the performance obligation is fulfilled
The first step of the evaluation model specifies criteria that a customer contract must meet. The main criteria are that the contract must have commercial substance, and key terms of delivery must be agreed upon (the parties' rights and obligations, terms of payment etc.). It must also be probable that KONGSBERG will receive compensation for the delivery. In principle, a customer contract does not have to be in writing, but KONGSBERG has set this as a requirement in internal guidelines.
The accounting standard requires that an assessment must be made for all goods and services that the seller is committed to by the contract, in relation to those that are processed as separate performance obligations or reported together in connection with revenue recognition. The assessments deal with whether or not goods and services in the agreement are suitable for separate delivery, and whether or not the contract gives the customer a stand-alone value for individual goods and services. The latter is assessed on the basis of specific contract terms. A series of more or less identical deliveries in the same contract is considered as a single performance obligation.
Examples of contracts that are normally divided into parts are various products in a package that are used by the customer independently of one another, goods with service agreements, licences and services. The latter type of contracts are relevant for certain individual areas of KONGSBERG. However, products that are delivered under the same customer contract are usually either assembled as one system, giving the customer a total value, or they are part of a series of more or less identical products.
The third step is to stipulate the transaction price, which is equivalent to the expected consideration from the customer. This amount will in most cases be easy to determine as our customer contracts often apply fixed prices. However, certain cases need to be assessed. These are chiefly various forms of discounts and incentives, and financing items in contracts and options. The two latter elements are the most relevant for KONGSBERG. For contracts with a significant financing item, the interest rate component must be separated out from the contract income.
When the transaction price has been determined, the transaction price will be allocated to each individual performance obligation as identified under step 2, based on the stand-alone selling price. The stand-alone selling price is normally the price of the product when it is sold separately, less any discounts that are to be distributed. If this price cannot be observed directly, it is estimated. This will often apply to the allocation of revenues between licences and services, but also to the distribution of revenues between different products that are supplied as an integrated solution. Integrated solutions are mainly considered as a single performance obligation under step 2 because the systems operate together and because the delivery is usually
approved as a whole. One delivery obligation can still be allocated different prices for different parts of the customer contract. This is performed according to the relevant stand-alone principles described above. The result of this is that the level of earnings in different project phases may vary as a result of which products are delivered.
The final step of the model states when revenue is to be recognised, where performance obligations that are recognised at a set date are distinguished from those that are recognised over time. In KONGSBERG, revenue recognition is often based on the progress of the projects. The principle stated in IFRS 15 is that control over the asset will then be transferred to the customer before KONGSBERG recognises revenue. Control normally means that the customer can use an asset directly, is able to achieve most of the remaining benefits of an asset and is able to prevent other parties from using or achieving benefits of an asset. This is considered for each individual performance obligation. Furthermore, IFRS 15 specifies three cases where the seller is to recognise revenue over time:
As stated in the above items, transfer of control does not have to be physical (items a and b) and can also be contractually based (item c). Most of KONGSBERG's contracts are recognised according to level of progress (over time) in category c, where the physical handover of the products is not done on an ongoing basis, but when the products are completed and often towards the end of the contract period. Assessments are based on different criteria depending on the product and project. However, the most important ones are:
KONGSBERG mainly has contracts that give KONGSBERG a legal right to coverage of costs incurred plus margin, in case the customer terminates the contract without sufficient reason.
The carrying value of customer contracts in the statement of financial position is based on an assessment of the financial status of each individual customer contract. The classification is determined on a contract-to-contract basis unless netting has been agreed. If this is the case, the contracts can be considered together. In the consolidated financial statement, all balances are netted for each customer contract in the Group accounts and presented on one line in the statement of financial position, with the exception of trade receivables (presented on the line "Receivables"). Individual customer contracts are then presented as either "customer contracts, assets" or "customer contracts, liabilities".
Most of KONGSBERG's customer projects that are recognised over time apply cost-to-cost as a measure of progress. Some areas use cost-to-cost-like approaches and this may give positive inventories in the projects. This normally happens when production has commenced
| 01 Year 2018 02 About KONGSBERG |
04 Corporate Governance |
05 Directors' Report and Financial Statements |
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|---|---|---|---|---|---|
| Directors' Report 2018 | Financial Statements and Notes | Statement from the Board | Auditor's Report |
without revenue being recognised because production has not been allocated to a concrete order (anonymous production), or when revenue, due to significance, is only recognised when each component is completed. The reason for this is that goods are often moved from inventories to the projects without any value creation. Alternative measures of progress might then be necessary, such as hours incurred, as a cost-to-cost approach. KONGSBERG has significant positive project inventories in its balance sheet. These inventories mainly consist of performed work that has not been invoiced and components that have been removed from inventory without being installed in the projects, balances with subcontractors and other accruals that fall within the new rules. Sometimes prepayments are received from the customer, in which case the project is presented as a customer contract liability.
Recognised accrued contract profit is a proportional share of the estimated total contract profit based on the percentage of completion. If the profit on a contract cannot be estimated reliably, the project will be recognised without a profit until reliable estimates are available. Recognised accrued contract profit is classified as "customer contracts, assets" in the balance sheet.
In special cases, work on projects will commence and expenses will be incurred before a contract has been signed with the customer. This requires a high probability that the contract will be signed. Capitalised costs of this kind are classified as inventories until a contract has been signed.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately. A customer contract is expected to result in a loss when expected costs exceed expected revenues in the contract. Net allocated funds for contracts with losses are classified in the balance sheet as "customer contracts, liabilities".
Income tax expense in the financial statements includes tax payable and the change in deferred tax for the period. Assets and liabilities from deferred tax are calculated by taking a starting point in the temporary differences between the accounting and tax balance sheet values at period end (debt method). Deferred tax is calculated on net tax-increasing temporary differences between the values used for accounting purposes and those used for taxation purposes, adjusted for deductible temporary tax-reducing differences and tax losses carried forward if this satisfies the requirements in IAS 12.71.
Revenue from customer contracts that is recognised over time is not recognised for tax purposes until the control and risk have been transferred to the customer, and KONGSBERG is entitled to complete payment. Due to KONGSBERG's volume of large, long-term contracts, there are considerable temporary differences.
Deferred tax assets are only recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. Deferred tax assets are assessed for each period and will be derecognised if it is no longer probable that the deferred tax asset will be utilised.
Financial income consists of interest income, dividends, currency gains, gain on realisation of "Assets at fair value through profit and loss" and other financial income. Interest income is recognised as it accrues using the effective interest method, while dividends are recognised on the date when the Annual General Meeting approves them.
Financial expenses consists of interest expenses, foreign currency losses, currency gains, losses on realisation of "Assets at fair value through profit and loss" and other financial costs. Interest expenses are recognised as they accrue using the effective interest method.
Goodwill arises at the acquisition of a business (business combination) and is not depreciated. Goodwill is recognised in the statement of financial position at acquisition cost less any accumulated impairment losses. Goodwill does not generate cash flows independent of other assets or groups of assets, and is allocated to the cash-generating units that are expected to gain financial benefits from the synergies that arise from the business combination from which the goodwill is derived. Cash-generating units that are allocated goodwill are tested for impairment (loss) annually at the end of the year, or more frequently if there is any indication of impairment.
Goodwill is tested for impairment by estimating the recoverable amount for the individual cash-generating unit or group of cashgenerating units that are allocated goodwill and followed up by management. The group of cash-generating units is nevertheless not larger than an operating segment as defined by IFRS 8 Operating segments.
Impairment is calculated by comparing the recoverable amount with the individual cash-generating unit's recognised value. The recoverable amount is the highest utility value or net sales value. The Group uses the value in use to determine the recoverable amount of the cash-generating units. In determining the value in use, the expected future cash flows are discounted to net present value using a discount rate before tax that reflects the market's target for a return on investments for the cash-generating unit in question. If the value in use of the cash-generating unit is less than the carrying amount, impairment reduces the carrying value of goodwill and then the carrying value of the unit's other assets on a pro rata basis, based on the carrying value of the individual assets. Impairment on goodwill is not reversed in a subsequent reporting period even if the recoverable amount of the cash-generating unit increases. Any impairment will be recognised through profit and loss in the financial statements. Impairment of goodwill is described in Note 14 "Impairment testing of goodwill".
See also Note 3 I "Summary of significant accounting policies – Impairment of non-financial assets".
Costs related to development activities, including projects in the development phase, are recognised in the statement of financial position if the development activities or project meet the defined criteria for capitalisation. Development comprises activities related to planning or designing the manufacturing of new or significantly improved materials, devices, products, processes, systems or services before being placed in commercial production or use. When assessing whether a project constitutes the development of a new system, functionality or module, the object being developed must be able to operate independently of existing systems/products that are sold. KONGSBERG has considered the criteria for significant improvements to be an increase of more than 20 per cent in value from before being developed or in relation to the replacement cost of the system. Balance sheet recognition requires development costs to be measured reliably, that the product or process is technically and commercially feasible, that future economic benefits are likely and that KONGSBERG intends, and has sufficient resources, to complete
the development and to use or sell the asset. Other development costs are expensed as they are incurred.
When the criteria for balance sheet recognition are met, accrued costs are recognised in the balance sheet. Costs include raw materials, direct payroll expenses and a portion of indirect costs that are directly attributable to the development.
Capitalised development costs are recognised at cost less accumulated amortisation and impairment losses in the statement of financial position. Amortisation is based on the expected useful life. The principle is linear amortisation. The remaining expected useful life and expected residual value are reviewed annually.
The calculation of financial benefits is based on the same principles and methods as for the impairment testing. The calculation is based on long-term budgets approved by the Board. Note 14 "Impairment testing" has more details on the calculation.
Assessments of the fulfilment of the criteria for capitalising development costs are made on an ongoing basis throughout the completion of the development projects. Based on technical success and market assessments, a decision is made whether to complete development and start recognition in the statement of financial position.
Maintenance is the work that must be performed on products or systems to secure their expected useful life. If a significant improvement is made on the product or system that could result in a prolonged life cycle, or if the customer is willing to pay more for the improvement, this is to be considered as development and must be included in the presentation of financial position. Costs related to maintenance are expensed as incurred.
Technology and other purchased intangible assets with determined useful lives are measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is based on the expected useful life, according to the principle of linear amortisation. The expected useful life and the determination of the amortisation rate are reviewed during each period.
Property, plant and equipment are recognised at acquisition cost, net of accumulated depreciation and/or any accumulated impairment losses. Such cost includes expenses that are directly attributable to the acquisition of the assets. Property, plant and equipment are depreciated on a straight-line basis over their expected useful life. When individual parts of a property, a plant or equipment have different useful lives, and the cost is significant in relation to total cost, these are depreciated separately. Any expected residual value is taken into account when stipulating the depreciation schedule.
The remaining expected useful life and expected residual value are reviewed annually. Gains or losses on the disposal of property, plant and equipment are the difference between the sales price and the carrying amount of the unit, and recognised to net value in the profit and loss statement. Expenses incurred after the asset is in use, e.g., day-to-day maintenance costs, are expensed as they are incurred. Other expenses expected to result in future economic benefits and that can be reliably measured, are recognised in the statement of financial position.
Leases or sales with leaseback contracts, in which KONGSBERG generally takes over all risk and all benefits related to ownership, are classified as financial leases. At the time of initial recognition, the value of the agreement is measured at the lower of the fair value and the net present value of the agreed minimum rent, and value is recognised as an asset in the statement of financial position. At the same time, the rent commitment is recognised as a loan in the statement of financial position. After the time of first incorporation, the asset is treated under the same accounting principle as other assets in the balance sheet in the same category, and the commitment is depreciated over the length of the contract.
Other leases are operating leasing agreements and are not recognised in the Group's statement of financial position. The results from a sale and leaseback transaction that lead to operating leasing agreements are recognised immediately by derecognising the asset and recognising gains or losses. When a sale and leaseback agreement is defined as an onerous contract, the present value of the expected loss is recognised. KONGSBERG's sale and leaseback agreements are considered to satisfy the criteria for operating leasing agreements.
All non-financial assets are reviewed for each reporting period to determine whether there are any indications of impairment. If this is the case, recoverable amounts are calculated.
The recoverable amount of an asset or cash-generating unit is the higher of its value in use or fair value less net costs to sell. Value in use is calculated as the net present value of future cash flows.
The calculation of net present value is based on a discount rate before tax and reflects current market assessments of the time value of money and the risks specific to the asset. The pre-tax discount rate has been calculated using an iterative method.
Impairment is recognised if the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. A cashgenerating unit is the smallest identifiable group that generates a cash inflow that is largely independent of other assets or groups. Impairment related to cash-generating units primarily reduces the carrying amount of any goodwill allocated to the unit and then the carrying amount of the other assets in the unit on a pro rata basis. These assets normally constitute property, plant and equipment, and other intangible assets. In the event that an individual asset does not generate independent cash inflows, the asset is grouped with other assets that generate independent cash inflows.
Non-financial assets subject to impairment losses are reviewed during each period to determine whether there are indications that the impairment loss has been reduced or no longer exists. Reversals of previous impairment are limited to the carrying value the asset would have had after depreciation and amortisation, if no impairment loss had been recognised.
Financial assets and liabilities consist of derivatives, investments in shares, accounts receivable and other receivables, cash and cash equivalents, financial liabilities, accounts payable and other liabilities. A financial instrument is recognised when the Group becomes party to the instrument's contractual provisions. Upon initial recognition, financial assets and liabilities are assessed at fair value plus directly
attributable expenses. The exception is financial instruments, where changes in fair value are recognised through profit and loss or through other comprehensive income, and attributable costs are expensed directly or through other comprehensive income. An ordinary purchase or sale of financial assets is recognised and derecognised from the time an agreement is signed. Financial assets are derecognised when the Group's contractual rights to receive cash flows from the assets expire, or when the Group transfers the asset to another party and transfers all risks and rewards associated with the asset. Financial liabilities are derecognised when the Group's contractual obligation has been satisfied, discharged or cancelled.
The Group classifies assets and liabilities upon initial recognition based on the type of instrument and the intended purpose of the instrument. These are classified in the following categories:
Except for investments in subsidiaries, joint ventures or associated companies in the balance sheet, all shares are defined as fair value in the profit and loss statement. Note 4 "Fair value" has a more detailed description of how fair value is measured for financial assets and liabilities.
The Group measures financial assets at amortised cost provided the following conditions have been met:
Subsequent measurement of financial assets measured at amortised cost is performed using the effective interest method and is subject to loss provisions. Profits and losses are recognised when the asset has been de-recognised, modified or written down.
Receivables related to operations are measured at their amortised cost, which in practice implies their nominal value and provision for expected losses.
in the value of cash flow hedges are recognised as comprehensive income, while changes in the value of fair value hedges are recognised against foreign currency assets or liabilities in the balance sheet.
The company's financial liabilities are recognised at amortised cost, except for financial derivatives, which are recognised at fair value through comprehensive income.
KONGSBERG makes provision for expected credit losses (ECL) on all debt instruments not classified as fair value through profit and loss. Expected credit loss is calculated based on the present value of all cash flows over the remaining expected useful life, i.e. the difference between the contractual cash flows and the cash flow that the Group expects to receive, discounted by the effective interest rate applicable to the instrument. The expected cash flows shall include cash flows from the sale of collateral or other credit enhancements integrated into the contract terms.
The Group uses the simplified method to calculate loss provisions for accounts receivable and contract assets. The Group thus measures loss provision based on expected credit loss over the lifetime of each reporting period. The Group has created a provision matrix based on historical credit losses, adjusted for future customer-specific factors and the general economic situation.
Derivatives in KONGSBERG comprise forward currency exchange contracts, currency options and interest swap agreements. Upon initial recognition, derivatives are measured at fair value, and identifiable transaction costs are recognised through profit and loss as incurred. KONGSBERG applies the rules for hedge accounting to the extent that the requirements of IFRS 9 are fulfilled. Changes in the fair value of derivatives are recognised through profit and loss if they do not qualify for hedge accounting.
KONGSBERG's policy is to hedge net exposure in all contractual foreign currency cash flows. In addition, the Group hedges a proportion of expected order intake for large contracts according to the established policy. KONGSBERG has hedged parts of its loans with interest rate swaps.
Before hedge accounting can be used, KONGSBERG documents all qualification criteria for the use of hedge accounting. These include the identification of hedging instruments and objects, the risk to be hedged, and how the Group will assess whether the hedging arrangement meets the requirements for hedging efficiency. Hedging efficiency requirements are listed below:
The change in fair value of fair value hedges is recognised against the hedged items. For currency hedges of future contractual transactions, this implies that the changes in value of the future transaction due to changes in the exchange rate are recognised in the balance sheet. Since the hedging instrument is also recognised at fair value, this entails symmetrical recognition of the hedged item and the hedging instrument. For customer contract, this implies that revenue is recognised at the hedged exchange rate.
Hedge accounting is ended in the event that:
In connection with fair value hedges of financial assets or liabilities
recognised at amortised cost, the change in the value of the hedging instrument is amortised during the remaining period up to maturity of the hedged item.
By hedging highly probable future cash flows, the effective part of the change in fair value of the hedging instrument is recognised in other comprehensive income.
When a hedged transaction occurs, the accumulated change in value of the hedging instrument is transferred from other comprehensive income to profit for the year.
If hedging a highly probable future transaction subsequently leads to the recognition of an asset or liability, the associated gain or loss is reclassified from other comprehensive income to profit and loss during the same period(s) in which the asset or liability affects profit or loss.
In connection with hedges where the future transaction becomes a customer contract, the hedges are allocated to contracts at the signing and are rolled forward from cash flow hedges to fair value hedges. Gains and losses that have previously been included in other comprehensive income are recognised in the profit and loss statement in line with the contract progress. This means that customer contracts that are hedged before signing are recognised at the originally hedged exchange rate.
At cash flow hedging of financial liabilities, the change in value is transferred from other comprehensive income (OCI) to profit and loss over the term of the liability.
If a hedging instrument expires without having been rolled forward or if the hedge relationship is discontinued, the accumulated gains and losses are recognised directly through profit and loss when the hedged transaction takes place. In the event that the hedged transaction is no longer expected to occur, the accumulated unrealised gains or losses on the hedging instrument previously recognised in other comprehensive income (OCI) will be transferred to profit and loss.
Hedging of a net investment in a foreign entity is entered in an equivalent way as cash flow hedges. Profit or loss on the hedging instrument related to the effective share of the hedging that has been recognised against the comprehensive income as a part of the translation difference, shall be included in the result by realisation of the foreign entity.
KONGSBERG also hedges parts of its liabilities with interest swap agreements. Interest rate swaps are entered into, moving from fixed to floating interest rates (fair value hedges).
Reference is made to Note 20 "Financial instruments" for further information.
The forward exchange contracts are expected to be effective throughout the entire period. KONGSBERG rolls forward exchange contracts from cash flow to fair value hedges at the time of the contract entry. In addition, forward exchange contracts are rolled forward in cases where receipts/payments occur later (or earlier) than originally anticipated. At shorter time differences between the maturity of the forward contracts and the receipts/payments, KONGSBERG uses bank accounts in foreign currency. As a result, the exchange of foreign currency from the foreign currency bank account takes place in the same period as the final maturity of the forward contract or the receipts/payments. Hedging effectiveness will therefore be very high throughout the entire contractual period.
Assets related to normal operating cycles for goods and services or are due within 12 months are classified as current assets. Other assets are classified as non-current. Correspondingly, liabilities related to normal operating cycles for goods and services or that are due within 12 months are classified as current liabilities. Other liabilities are classified as non-current. Derivatives that are used to ensure currency flows according to Group policy, see point J, Financial instruments – hedging, are related to the Group's operating cycles and are therefore classified as short-term assets and liabilities even if the derivatives mature more than 12 months forward in time.
Goods are defined by KONGSBERG as inventories of raw materials, work in progress and finished products that are not related to specific customer contracts. Inventories are measured at the lower of acquisition cost and net realisable value. For raw materials and work in progress, net realisable value is calculated as the estimated selling price in ordinary operations of finished products less remainingproduction costs and the costs of the sale. For finished goods, net realisable value is the estimated selling price in ordinary operations less estimated costs of completion of the sale. For work in progress and finished products, the acquisition cost is calculated as direct and indirect costs. Inventories are valued based on the average acquisition cost.
Trade receivables and other receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such financial assets are measured at amortised cost using the effective interest method, but due to the brief term to maturity, accounts receivable and other receivables will in practice be recognised at their nominal values less impairment. Trade receivable in foreign currencies are recognised at the exchange rates at the balance sheet date.
Cash and short-term deposits in the statement of financial position comprise bank deposits and short-term liquid investments that can be immediately converted into a given sum of money, with a maturity of three months or less.
When treasury shares are reacquired, the cost including direct attributable costs is recognised as changes in equity. Treasury shares are presented as a reduction in equity. Any gain or loss on treasury share transactions is not recognised in profit and loss.
Transaction costs directly related to an equity transaction and the tax effect on the equity transaction are recognised directly in equity net of tax.
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
Hedge reserves include accumulated net changes in fair value for financial instruments used as cash flow hedges, which are recognised in other comprehensive income on an ongoing basis.
Shares at fair value include the total accumulated net changes in the fair value of financial instruments classified as available for sale.
Foreign currency translation differences are recognised in other comprehensive income. Upon the disposal of all or part of a foreign entity resulting in discontinued control, the accumulated translation differences are recognised in other comprehensive income, including the accompanying reversal.
See also Note 3 B "Summary of significant accounting policies – Foreign currency".
Provisions are recognised when the Group has an obligation as a result of a past event, and when it is probable that there will be a financial settlement as a result of this obligation and the amount can be reliably measured. Estimates should be based on the basis of historical data and a weighting of results against their probability. When historical information is not available, other sources are used to estimate the provisions. If the time value is material, provisions are determined at the net present value of the liability.
Provisions for warranty costs are recognised upon delivery of the underlying products or services. The provisions are based on historical data on warranties when available, and on a weighting of possible outcomes against the probability that they will occur. Warranty costs are expensed concurrently with the percentage of completion of the projects, and reclassified as provisions for warranty upon delivery.
Provisions for restructuring are recognised when the Group has approved a detailed, formal restructuring plan, and restructuring has either started or been announced publicly among the parties involved.
Provisions for loss on a contract are included in their entirety at the time that KONGSBERG's expected revenues from a contract are lower than the unavoidable expenses of meeting the obligations under the contract.
The Group introduced a defined contribution pension scheme for all employees in Norway under the age of 52 as of 1 January 2008. Employees with defined benefit plans, aged 52 or older at the time of the transition, stayed with that plan. Most of KONGSBERG's companies abroad have defined contribution pension schemes. Contributions are recognised as expenses as they occur and are shown in the personnel expenses in the profit and loss statement.
Pension benefits depend on the number of years of service and salary
level when reaching retirement age. There are also early retirement plans for some executives. To ensure a uniform calculation of KONGSBERG's pension liabilities, all corporate entities have used the same actuary for the calculations. In the income statement, the year's net pension expenses, after a deduction for the net interest cost of the liability and the expected return on pension plan assets, have been recognised as "personnel expenses". The statement of financial position shows net pension liabilities including social security contributions. The financial and actuarial assumptions are subject to annual review. The discount rate is stipulated on the basis of the covered bond interest rate (OMF), plus a supplement that reflects the duration of the pension liability. Risk coverage is described in Note 11 "Pension". Actuarial gains or losses related to changes in the basis data, estimates and changes in assumptions are recognised in other comprehensive income (OCI).
For a number of years, the Group has been conducting a share programme for all employees, i.e. offering shares at a discounted price. Discounts on shares are recognised as payroll expenses. The Group also has a share programme for leading employees. See the description in Note 27 "Statement on remuneration of the Group CEO and Executive Management".
When enterprises are acquired, the compensation to selling shareholders that are also employed in the acquired company shall be recognised as salary if one of the conditions for the payment is to maintain the employment. In such instances, the compensation shall be accrued as a salary expense over the required period.
The Group presents annual earnings per share and diluted earnings per share. Annual earnings per share are calculated as the ratio of net profit/(loss) attributable to the ordinary shareholders and the weighted average number of ordinary shares outstanding.
The diluted earnings per share is the profit attributable to the ordinary shareholders, and the weighted number of shares outstanding, adjusted for all diluting effects related to share options.
Standards and interpretations that are issued up to the date of the issuance of the consolidated financial statements, but not yet effective, are disclosed below. The Group's intention is to implement the relevant amendments when they come into effect.
"IFRS 16 Leases" is being implemented with effect from 1 January 2019 IFRS 16 sets principles for recognition of rental agreements. The standard states that the lessee recognises the value of significant leases with a duration exceeding 12 months as assets and liabilities, and that the asset is depreciated over the period of the lease and that the lease payment is reclassified to payment of debt and interest in accordance with the annuity method. Hire of property and buildings is substantial for KONGSBERG. In addition, there is some hire of production facilities and vehicles. According to IAS 17, these are classified as operational lease agreements. These leases will be largely recognised
on the balance sheet, and associated leasing costs will be reflected as depreciation and interest expense. KONGSBERG will apply the modified retrospective method for the transition to IFRS 16, which means that the comparative figures for 2018 are not updated, and that the overall effect on results of depreciation and interest expense will exceed the lease payments in the first few years of the leases with remaining terms.
Taking into account lease obligations as of 1 January 2019, KONGSBERG expects the following accounting effects:
IFRIC 23 clarifies how uncertain tax positions should be reflected in accounts. Uncertain tax positions arise when it is unclear how current tax law is to be interpreted for a specific transaction or event and when it is uncertain whether the tax authorities will approve a company's tax arrangement.
The statement of interpretation applies from 1 January 2019, but is not expected to have significant effects on KONGSBERG's accounting.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.
IFRS 9, Financial instruments, addresses the classification, measurement and recognition of financial assets and financial liabilities, as well as hedge accounting.
The standard supersedes IAS 39. KONGSBERG has implemented IFRS 9 retrospectively, with the exception of hedge accounting, which the Group has implemented prospectively from the date of transition to IFRS 9. The Group has not prepared comparative figures for the period starting on 1 January 2017. The implementation of IFRS 9 did not involve any major changes compared to how the Group previously recognised financial instruments. IFRS 9 uses slightly different classifications compared to IAS 39. The changes are shown in the table on the next page.
| Fair value | |||||
|---|---|---|---|---|---|
| IFRS 9 classification | Fair value in | with changes in | |||
| Amortised | comprehensive | value through | |||
| MNOK | cost | income | profit and loss | Total | Fair value |
| 31 Dec 18 | |||||
| IAS 39 classification | |||||
| Derivatives used as hedging | |||||
| Derivatives, current assets | 182 | 182 | 182 | ||
| Derivatives, current liabilities | 580 | 580 | 580 | ||
| Loans and receivables | |||||
| Other non-current assets | 162 | 162 | 162 | ||
| Receivables | 3 262 | 3 262 | 3 262 | ||
| Customer contracts in progress1) | 2 653 | 2 653 | 2 653 | ||
| Cash and cash equivalents | 10 038 | 10 038 | 10 038 | ||
| Available for sale | |||||
| Non-publicly-listed equity investments | 26 | 26 | 26 | ||
| Other financial liabilities | |||||
| Interest-bearing loans, long-term | 4 020 | 4 020 | 4 080 | ||
| Other non-current liabilities | 11 | 11 | 11 | ||
| Interest-bearing loans, short-term | 307 | 307 | 316 | ||
| Derivatives, short-term | 5 | 5 | 5 | ||
| Accounts payable | 927 | 927 | 927 | ||
| 31 Dec 17 | |||||
| IAS 39 classification | |||||
| Derivater benyttet som sikring | |||||
| Derivatives, current assets | 213 | 213 | 213 | ||
| Derivatives, current liabilities | 645 | 645 | 645 | ||
| Loans and receivables | |||||
| Other non-current assets | 175 | 175 | 175 | ||
| Receivables1) | 3 113 | 3 113 | 3 113 | ||
| Customer contracts in progress1) | 2 819 | 2 819 | 2 819 | ||
| Cash and cash equivalents | 2 956 | 2 956 | 2 956 | ||
| Available for sale | |||||
| Non-publicly-listed equity investments | 29 | 29 | 29 | ||
| Other financial liabilities | |||||
| Interest-bearing loans, long-term | 3 330 | 3 330 | 3460 | ||
| Derivatives, long-term | 10 | 10 | 10 | ||
| Other non-current liabilities | 20 | 20 | 20 | ||
| Accounts payable | 947 | 947 | 947 | ||
1) The change in carrying amount value is a result of reclassifications described in Note 3 T) "Standards in IFRS that were implemented with effect from 1 January 2018", IFRS 15 Revenue from contracts with customers.
IFRS 15 Revenue from contracts with customers
IFRS 15 has been implemented using a fully retrospective method. Implementation of the standards did not have a significant impact on the income statement or equity for 2017. The income statement has therefore not been revised. Reclassifications have been made in the statement of financial position. The comparison figures for 2017 have been revised accordingly.
According to IFRS 15, revenue is recognised when the customer gains control over goods or services. The standard also introduces a five-step method for assessing the timing of revenue. This includes an assessment of whether or not contracts should be split into part-deliveries, price allocation for delivery obligations and whether revenue should be recognised during production or upon delivery. The standard replaces IAS 18 Revenue and IAS 11 Construction contracts and related interpretations.
KONGSBERG has carried out comprehensive assessments of contracts with customers as regards the impact of the standard on the consolidated financial statements, and has reached the following conclusions:
one performance obligation. The Group has several customer contracts of this type, which in 2017 were considered to be separate deliveries and recognised as revenue upon delivery according to IAS 18. The change will have no significant impact on contracts delivered in 2017, but may influence revenue recognition of customer contracts with serial deliveries in the future.
• IFRS 15 contains more detailed provisions than IAS 11 and IAS 18 This concerns the recognition of contingent considerations, costs associated with tenders, waste cost, financing elements in contracts and costs associated with meeting contractual obligations. These provisions will only affect KONGSBERG to a small degree.
| Effects on profit and loss, 31 December 2017 | ||||
|---|---|---|---|---|
| -- | -- | -- | ---------------------------------------------- | -- |
| Change | ||||
|---|---|---|---|---|
| Reported | increase | Revised | ||
| 31 Dec 17 | (reduction) | 31 Dec 17 | Comments | |
| Inventories | 3 961 | (2 088) | 1 873 | a) |
| Trade receivable | 2 117 | 638 | 2 755 | b) |
| Customer contracts, assets | 2 018 | 1 480 | 3 498 | c) |
| Other current assets | 768 | (197) | 571 | d) |
| Net reduction, assets | (167) | |||
| Customer contracts, liabilities | 3 388 | 895 | 4 283 | e) |
| Other current liabilities and provisions | 4 670 | (1 062) | 3 608 | f) |
| Net reduction, equity and debt | (167) |
In connection with the implementation of IFRS 15, we have revised our definitions of the individual accounting lines under working capital, and reclassifications were made which affected "Inventories", "Trade receivables", "Customer contracts, assets", "Other current assets", "Customer contracts, liabilities" and "Other current liabilities and provisions", but not total working capital. The results of the changes are shown below.
Until 1 January 2018, KONGSBERG classified goods purchased for specific customer contracts and parts of projects in progress as inventories. When implementing IFRS 15, this part of the inventories was reclassified as "Customer contracts, assets" and "Customer contracts, liabilities".
As of 1 January 2018, KONGSBERG defines inventories as follows: "Inventories of raw materials, work in progress and finished products that are not related to specific customer contracts."
Until 1 January 2018, trade receivables relating to long-term production costs were recognised at net value against recognised prepayments within the same contract. As of 1 January 2018, trade receivables are reported at the value of outstanding invoiced amounts adjusted downwards for provisions for losses. Upon the updating of the comparative figures, reclassification was implemented with the counter-item "Customer contracts, liabilities".
With the exception of trade receivables, KONGSBERG has collected together all asset items associated with customer contracts on this line. This includes accrued, non-invoiced revenue, prepayments to subcontractors, goods which have been purchased or allocated to customer contracts, but which have not been altered or led to progress being made on the project and semi-finished goods for projects that are recognised upon delivery. Until 1 January 2018, balance sheet items relating to long-term production costs were reported on a separate line as "Construction contracts in progress, assets", while assets relating to sales that were recognised upon delivery were classified as "Inventories" and "Other short-term receivables".
Prepayments to suppliers in connection with customer contracts and the accrual of revenue in connection with customer contracts were reclassified to the balance sheet line "Customer contracts, assets" when the comparative figures for 2017 were changed.
With the exception of trade creditors, all liabilities relating to customer contracts are collected together on this line. In the same way as with assets, balance sheet items for customer contracts that are recognised according to progress are presented together with assets that are recognised upon delivery. Revenue and cost accruals relating to customer contracts that are recognised upon delivery were reclassified from "Other current liabilities" when the comparative figures for 2017 were updated.
See the explanation of the reclassification under point e) above.
KONGSBERG Annual Report and Sustainability Report 2018 127
KONGSBERG's consolidated accounting principles and disclosures require the measurement of fair value on certain financial and non-financial assets and liabilities. For both measurement and disclosure purposes, fair value has been estimated as described in the disclosures below. Where relevant, further disclosures will be provided in the notes about the assumptions used to calculate fair value on the individual assets and liabilities.
The fair value of intangible assets, e.g., technology, software and customer relations acquired through acquisitions, is calculated at the net present value of the estimated future cash flow from the asset, discounted by a risk-adjusted discount rate.
Brand names are calculated at the net present value of the estimated savings of royalty costs by using the brand name.
The fair value of customer relations is based on the discounted net excess earnings on the related asset.
At acquisitions, KONGSBERG measures property, plant and equipment at fair value. The fair value is equivalent to its market value. The market value of property is based on what the property could be sold for on the day of valuation agreed by a willing buyer and seller in an "arm's length transaction". The market value of the plant and equipment is based on assessments obtained from independent appraisers.
The fair value of inventories acquired through acquisitions is based on an estimated selling price for ordinary operations less selling costs and a reasonable profit for the sales efforts.
The fair value of financial assets at fair value in the profit and loss statement is measured at the quoted price on the balance sheet date. Listed shares consist either of those listed on the Oslo Stock Exchange, London Stock Exchange, or on the Norwegian Securities Dealers Association's OTC list. For unlisted investments, the most recent price of a share transaction or share issue will be used to estimate fair value. When there has been no trading in shares for a longer period of time, it will be considered whether the last quoted price provides a correct picture of the fair value. The alternative is to use the last traded share price and adjust it for significant events during the period from the last transaction and up to the balance sheet date.
The fair value of forward exchange contracts is based on observable data. KONGSBERG uses Reuters' prices for the foreign exchange forwards, options and basis swaps. Reuters' prices are based on several market players. Where no listed price is available, fair value is calculated by discounting the difference between the agreed forward contract price and the current forward contract price for the remainder of the contract using the risk-free interest rate based on government bonds. The fair values of interest swap agreements, basis swaps and currency options are assessed on the basis of the observed market value.
Fair value of interest-bearing loans, cf. Note 20F "Financial instruments – Summary of financial assets and liabilities", is calculated using estimates of the interest curve and KONGSBERG's interest margin as stipulated on the balance sheet date. The estimated cash flows are discounted by the market interest rate expected for comparable loans at the date of the balance sheet. The market interest rate, before the credit mark-up, is based on NIBOR, the money market interest rate.
02 About 03 Sustainability KONGSBERG
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
KONGSBERG has a centralised treasury department responsible for the Group's financing, currency risk, interest rate risk, credit risk and liquidity management as well as insurance schemes. The Group's subsidiaries have limited opportunities to establish independent funding or to assume financial risk. The Board has adopted guidelines for financial risk management which have been included in the Group's financial policy.
KONGSBERG's operations are characterised by long-term contracts that may extend for several years, while the Group in all business areas has a long-term marketing strategy. This requires reliable access to capital over time, and KONGSBERG aspires to be considered by its lenders and investors to have a good credit rating. The capital structure of the Group consists of interest-bearing debt, cash and cash equivalents and equity attributable to the shareholders of Kongsberg Gruppen ASA. The Group has satisfactory access to capital in the NOK market, and has therefore concluded that there is no need to be subject to official rating from global credit rating companies.
In order to adjust the capital structure, the Group may pay dividends to the shareholders, or issue new shares. Since 2013, the Group has practised a dividend policy that, over time, will make up between 40 and 50 per cent of the company's ordinary profit for the year after tax. In determining the size of the dividend, the expected future capital requirements shall be considered.
In 2018, Kongsberg Gruppen ASA issued 60 million new shares and raised MNOK 4,951 net in new equity in connection with the acquisition of Rolls-Royce Commercial Marine.
KONGSBERG emphasises financial flexibility in order to carry out capital-intensive growth initiatives.
Loans are to be renegotiated well in advance of their due date, and the aim of the Group is that the average term to maturity for current loans is to be at least two years.
KONGSBERG aims to have a diversified selection of funding sources and a balanced maturity structure. This implies the use of banks based on syndicated credit facilities and the issue of debt instruments on the Norwegian capital market. Please refer to Note 20 D "Financial instruments – Interest rate risk associated with loans".
Due to covenants on existing loans, KONGSBERG shall have a moderate gearing ratio (net interest-bearing liabilities/EBITDA). Net interest-bearing liabilities should not exceed four times the EBITDA, but can be up to 4.5 times the EBITDA for a maximum of four quarters, of which three are consecutive ones. KONGSBERG has a loan facility of MNOK 2,300. The credit facility has a 5 year term to maturity, and the credit facility is undrawn.
At KONGSBERG, liquidity risk is understood as financial preparedness achieved by ensuring that the Group has financial parameters and liquidity appropriate to its operating and investment plans at all times. The centralised treasury department bears the overall responsibility for managing the Group's liquidity risk. The Group's Financial Policy specifies requirements for liquidity reserves which guarantee that the Group will always be able to meet its payment obligations.
Short-term liquidity needs are normally covered by bank deposits and the balance on the group cash pool systems. Any further liquidity needs may be covered by short-term loans within the framework of the syndicated credit facility. KONGSBERG has Group bank account schemes to which all subsidiaries are connected. These schemes optimise availability and flexibility in terms of liquidity management. The Group's liquidity trend is routinely monitored through monthly carry-forwards of liquidity forecasts from the most material units, as well as budgets and reporting by segment for major investments. Please also refer to Note 20 E "Financial instruments – Liquidity risk".
A large share of KONGSBERG's revenue is related to export contracts, and there is a relatively small percentage of purchasing in the same currency, which involves a considerable foreign currency exposure. The business areas identify exposure to each contract, whilst the central financial function offers instruments that reduce currency risk.
KONGSBERG has a policy of hedging net exposure in all contractual currency flows (fair value hedges).
According to policy, the Group also hedges a proportion of foreign currency exposure for expected large contracts (cash flow hedges). The Group's foreign currency policy is evaluated annually and presented to the Board for approval.
The hedging instruments that are used are mainly forward contracts. Options are used only to a limited extent. Bank accounts within the group account schemes are used to hedge small amounts with a short term to maturity. In addition to financial instruments, actions such as ensuring that costs incurred are in the same currency as the sales contract, are used to reduce foreign currency exposure. KONGSBERG uses a financial system that handles all foreign exchange transactions.
Note 20 B "Financial instruments – Foreign currency risk and the hedging of foreign currency" has more information.
As of 31 December 2018, KONGSBERG had seven bond loans totalling MNOK 4,250 and an undrawn syndicated credit facility of MNOK 2,300. The bond loan KOG07, has a fixed interest rate, and an interest rate swap agreement from fixed to floating interest in relation to this loan, whilst the bond loans KOG09 and KOG11 have fixed interest rates. The loans KOG08, KOG10, KOG12 and KOG13 have floating interest rates.
KONGSBERG has a policy of emphasising predictability for interest expenses at times when the interest level has a significant impact on consolidated profits. Each year, the funding plan is presented to the Board to consider the interest rate exposure. Note 20 D "Financial instruments – interest rate risk" has more information.
Counterparty risk is the risk that KONGSBERG's contractual counterparty will not meet its obligations to KONGSBERG or settle its forward currency contracts, interest rate contracts and monetary investments. KONGSBERG's financial policy requires financial institutions to have a certain credit rating before KONGSBERG can engage in financial contracts with them.
The Group is exposed to credit risk from trade receivables, and the business areas are responsible for their own credit risk. These receivables carry varying degrees of risk, and depend on the customer, term to maturity and whether any payment guarantees or similar have been provided.
Historically, the Group has had a relatively low percentage of bad debts. Kongsberg Defence & Aerospace has mostly government customers and is therefore not that exposed to credit risk. Kongsberg Maritime generally serves customers from the private sector, and is more exposed to credit risk. Unrest in the shipyard and shipping industry increases the credit risk in the markets addressed by Kongsberg Maritime. Kongsberg Maritime has made provisions to take this into account. Kongsberg Maritime has its own credit manual and dedicated employees to monitor and reduce the credit risk. Credit insurance is used only to a limited extent, but is considered in certain cases.
The Group has a policy decision of maintaining a responsible balance between increasing sales at good margins and the risk of losses. In addition, large parts of the Group operate on the basis of specially adapted credit manuals including routines for debt collection. Concerning credit risk, KONGSBERG has strict requirements for creditworthiness.
Note 19 "Receivables and credit risk" has more information.
KONGSBERG's investments in other companies are based on strategic considerations. The value of the Group's financial investments is exposed to fluctuations in the equity market. Investments are evaluated and followed up centrally. The Group regularly reports on trends in the value of financial investments.
6 OPERATING SEGMENTS
For management purposes, the Group is organised into business areas based on the industries in which the Group operates. As at 31 December 2018, reporting requirements apply to the following two operating segments:
Kongsberg Maritime develops and delivers systems for positioning, monitoring, navigation and automation for merchant vessels and the offshore industry. The business area is a market leader in dynamic positioning, automation and surveillance systems, process automation, fisheries, satellite navigation and hydroacoustics, as well as back-deck handling equipment for use on offshore vessels. Countries with significant offshore and shipbuilding industries are important markets. 28 per cent of Kongsberg Maritime's operating revenues comes from Global Customer Support, 27 per cent from Subsea, 25 per cent from Solutions and 19 per cent from Vessel Systems.
Kongsberg Defence & Aerospace is a leading supplier of defence and space-related systems and products. The business area supplies products and systems for command and control, weapon control systems and surveillance, communications solutions, remote weapon stations and missiles. The business area has expertise and production equipment to make advanced composite and engineering products for the aircraft, offshore and helicopter markets. One key element of the market strategy is to form alliances with major international defence enterprises. For Kongsberg Defence & Aerospace, 11 per cent of the operating revenues are related to Missile Systems, 27 per cent to Integrated Defence Systems, 27 per cent to Protech Systems, 10 per cent to Space and Surveillance, 14 per cent to Aerostructures and 11 per cent to Defence Communications.
Other activities consist of Kongsberg Digital (KDI), real property, group functions and eliminations between the business areas.
KDI was established in 2016 as an important step for development of the next generation of digitalised products and services within our core areas. In recent years, the area has focused on taking new and strengthening existing positions related to digitalisation within the oil and gas, wind and merchant marine markets.
The funding of the Group is based on evaluations for the Group as a whole. Consequently, financial items, net interest-bearing debt and cash are not assigned to segments. The same applies to tax expenses and balance sheet items associated with tax, as these items are influenced by tax-related transfers between the business areas.
Management monitors the operating segments' EBITDAs on a regular basis and uses this information to analyse the various operating segments' performance and to make decisions regarding allocation of resources. The operating segments' performance is assessed based on EBITDA and return on capital employed.
Information on the Group's operating segments that are required to report is presented below.
| Kongsberg | |||||
|---|---|---|---|---|---|
| Kongsberg | Defence & | Elimina | |||
| MNOK | Maritime | Aerospace | Other | tions Consolidated | |
| 2018 | |||||
| Operating revenue from external customers | 7 537 | 6 090 | 754 | - | 14 381 |
| Revenue from group companies | 8 | 14 | 466 | (488) | - |
| Total revenues | 7 545 | 6 104 | 1 220 | (488) | 14 381 |
| Operating profit before depreciation and amortisation (EBITDA) | 594 | 863 | (63) | - | 1 394 |
| Depreciation | (118) | (170) | (62) | - | (350) |
| Impairment of property, plant and equipment | (5) | (1) | - | - | (6) |
| Operating profit before amortisation (EBITA) | 471 | 692 | (125) | - | 1 038 |
| Amortisation | (18) | (71) | (4) | - | (93) |
| Earnings before interest and taxes (EBIT) | 453 | 621 | (129) | - | 945 |
| Segment assets 1) | 6 970 | 8 520 | 1 790 | - | 17 122 |
| Segment investments 2) | 80 | 199 | 92 | - | 371 |
| Current segment liabilities and provisions 3) | 3 221 | 4 380 | 639 | (117) | 8 123 |
| 2017 | |||||
| Operating revenue from external customers | 7 411 | 6 307 | 772 | - | 14 490 |
| Revenue from group companies | 18 | 26 | 479 | (523) | - |
| Total revenues | 7 429 | 6 333 | 1 251 | (523) | 14 490 |
| Operating profit before depreciation and amortisation (EBITDA) | 589 | 612 | 78 | - | 1 279 |
| Depreciation | (149) | (146) | (58) | - | (353) |
| Impairment of property, plant and equipment | (40) | - | - | - | (40) |
| Operating profit before amortisation (EBITA) | 400 | 466 | 20 | - | 886 |
| Amortisation | (32) | (57) | (25) | - | (114) |
| Earnings before interest and taxes (EBIT) | 368 | 409 | (5) | - | 772 |
| Segment assets 1) | 6 822 | 8 818 | 1 736 | - | 17 229 |
| Segment investments 2) | 134 | 285 | 106 | - | 525 |
| Current segment liabilities and provisions 3) | 2 708 | 4 053 | 588 | (119) | 7 230 |
1) Segment assets do not include derivatives and cash and cash equivalents, as these assets are controlled by the Group's corporate treasury unit.
2) Investments comprise acquired property, plant and equipment, intangible assets and goodwill.
3) Segment liabilities do not include deferred tax liabilities, taxes payable, interest-bearing liabilities, other non-current liabilities or provisions and derivatives, as these liabilities are controlled by the Group's corporate treasury unit.
Other activities consist of Kongsberg Digital (KDI), real estate and group functions. From Q1 2018, profit from real estate intercompany rental is no longer distributed to the business areas. The comparative figures have been updated.
There are no differences between the measurement methods used at the segment level and those applied to the consolidated financial statements. The different operating segments' EBITAs include income and expenses from transactions with other operating segments within the Group. Transactions between the segments are based on market prices. Intra-group transactions between the different segments are eliminated upon consolidation.
| Directors' Report 2018 | Financial Statements and Notes | Statement from the Board | Auditor's Report | |
|---|---|---|---|---|
| 01 Year 2018 | 02 About KONGSBERG |
03 Sustainability | 04 Corporate Governance |
05 Directors' Report and Financial Statements |
| MNOK | Note | 2018 | 2017 |
|---|---|---|---|
| Segment assets | 17 122 | 17 229 | |
| Derivatives | 20A | 182 | 213 |
| Fair value adjustments related to | |||
| financial instruments | 316 | 278 | |
| Cash and cash equivalents | 21 | 10 038 | 2 956 |
| Total assets | 27 658 | 20 676 |
Reconciliation of current liabilities and provisions
| MNOK | Note | 2018 | 2017 |
|---|---|---|---|
| Current segment liabilities and | |||
| provisions | 8 123 | 7 230 | |
| Short-term interest-bearing debt | 312 | - | |
| Derivatives | 20A | 580 | 645 |
| Fair value adjustments related to | |||
| financial instruments | 8 | (4) | |
| Calculated income tax payable | 19 | 20 | |
| Total current liabilities and provisions | 9 042 | 7 891 | |
In presenting information by geographical segments, earnings are distributed based on the customers' geographical location, while the data on fixed assets are based on the location of the physical investment or relationship to the relevant acquisition. The Group's activities are generally divided into Norway, the rest of Europe, America and Asia. Fixed assets include property, plant and equipment, intangible assets and goodwill. (Financial instruments, deferred tax benefits, pension funds and rights following from insurance agreements are not included.)
| North | South | |||||||
|---|---|---|---|---|---|---|---|---|
| MNOK | Norway | Europe | America | America | Asia | Australia | Africa | Total |
| 2018 | ||||||||
| Operating revenue from external | ||||||||
| customers | 2 779 | 3 812 | 4 074 | 190 | 2 760 | 158 | 608 | 14 381 |
| Operating revenues as % of the total | 19% | 27% | 28% | 1% | 19% | 1% | 4% | |
| Fixed assets 1) | 4 218 | 115 | 783 | 15 | 289 | - | - | 5 420 |
| 2017 | ||||||||
| Operating revenue from external | ||||||||
| customers | 2 772 | 3 569 | 4 448 | 194 | 2 974 | 159 | 374 | 14 490 |
| Operating revenues as % of the total | 19% | 25% | 31% | 1% | 21% | 1% | 3% | |
| Fixed assets 1) | 4 216 | 134 | 788 | 18 | 304 | - | 1 | 5 461 |
1) Fixed assets in this report comprises of property, plant and equipment, goodwill and other intangible assets.
| Kongsberg | ||||
|---|---|---|---|---|
| Kongsberg | Defence & | |||
| MNOK | Maritime | Aerospace | Other | Total |
| 2018 | ||||
| Accrual of revenue recognition | ||||
| Revenue recognition based on project progress (over time) | 3 737 | 4 644 | 386 | 8 767 |
| Revenue recognition upon delivery of goods and services | 897 | 468 | 157 | 1 522 |
| Aftermarket activities1) whose revenue is recognised at the time of delivery | 2 850 | 978 | 133 | 3 961 |
| Revenue from rental of property, plant and equipment | 44 | - | 78 | 122 |
| Sum of external revenue from customer contracts | 7 528 | 6 090 | 754 | 14 372 |
| Profits from sale of property, plant and equipment | 9 | - | - | 9 |
| Total external revenues | 7 537 | 6 090 | 754 | 14 381 |
| Geographical distribution of external revenue from customer contracts | ||||
| Norway | 1 495 | 948 | 336 | 2 779 |
| Europe | 2 133 | 1 526 | 153 | 3 812 |
| America | 1 248 | 2 667 | 159 | 4 074 |
| South America | 146 | 32 | 12 | 190 |
| Asia | 2 297 | 394 | 69 | 2 760 |
| Africa | 158 | 443 | 7 | 608 |
| Australia | 60 | 80 | 18 | 158 |
| Sum of external revenue from customer contracts | 7 537 | 6 090 | 754 | 14 381 |
| 2017 | ||||
| Accrual of revenue recognition | ||||
| Revenue recognition based on project progress (over time) | 4 578 | 4 371 | 537 | 9 486 |
| Revenue recognition upon delivery of goods and services | 300 | 1 246 | 39 | 1 585 |
| Aftermarket activities1) whose revenue is recognised at the time of delivery | 2 491 | 688 | 123 | 3 302 |
| Revenue from rental of property, plant and equipment | 39 | - | 73 | 112 |
| Sum of external revenue from customer contracts | 7 408 | 6 305 | 772 | 14 485 |
| Profits from sale of property, plant and equipment | 3 | 2 | - | 5 |
| Total external revenues | 7 411 | 6 307 | 772 | 14 490 |
| Geographical distribution of external revenue from customer contracts | ||||
| Norway | 1 375 | 1 168 | 229 | 2 772 |
| Europe | 1 820 | 1 584 | 165 | 3 569 |
| America | 1 390 | 2 902 | 156 | 4 448 |
| South America | 126 | 26 | 42 | 194 |
| Asia | 2 608 | 209 | 157 | 2 974 |
| Africa | 32 | 342 | - | 374 |
| Australia | 60 | 76 | 23 | 159 |
| Sum of external revenue from customer contracts | 7 411 | 6 307 | 772 | 14 490 |
1) Aftermarket includes revenues from service, maintenance, upgrades, spare parts, accessories/other deliveries and training linked to previously-delivered systems and vessels that are not classed as new builds.
| Directors' Report 2018 | KONGSBERG Financial Statements and Notes |
Governance Statement from the Board |
Financial Statements Auditor's Report |
|
|---|---|---|---|---|
| 01 Year 2018 | 02 About | 03 Sustainability | 04 Corporate | 05 Directors' Report and |
| MNOK | 2018 | 2017 |
|---|---|---|
| Divisions | ||
| Integrated Defence Systems | 1 694 | 1 837 |
| Protech Systems | 1 699 | 1 960 |
| Aerostructures | 888 | 746 |
| Defence Communications | 680 | 701 |
| Missile Systems | 728 | 659 |
| Space & Surveillance | 625 | 633 |
| Other/eliminations | (210) | (203) |
| Kongsberg Defence & Aerospace | 6 104 | 6 333 |
| Global Customer Support | 2 327 | 2 250 |
| Subsea | 2 329 | 2 236 |
| Solutions | 2 037 | 2 001 |
| Vessel Systems | 1 556 | 1 790 |
| Other/eliminations | (704) | (848) |
| Kongsberg Maritime | 7 545 | 7 429 |
| Other/eliminations | 732 | 728 |
| Total revenue from contracts with customers | 14 381 | 14 490 |
| MNOK | Note | 31 Dec 18 | 31 Dec 171) |
|---|---|---|---|
| Trade receivable | 19 | 2 802 | 2 755 |
| Customer contracts, assets | 2 994 | 3 498 | |
| Customer contracts, liabilities | 5 157 | 4 238 |
1) Reclassifications between inventory and customer contracts and assets are described in more detail in Note 3 T) "Standards in IFRS that were implemented with effect from 1 January 2018", IFRS 15 Revenue from contracts with customers.
Specification of net contract balances
| MNOK | Note | 31 Dec 18 | 31 Dec 171) |
|---|---|---|---|
| Customer contracts in progress | 19 | 2 653 | 2 819 |
| Prepayments received from | |||
| customers | (4 834) | (4 242) | |
| Accrued assets, customer | |||
| contracts | 2 016 | 3 448 | |
| Accrued liabilities, customer | |||
| contracts | (1 998) | (2 810) | |
| Net contract balances | (2 163) | (785) | |
| 31 Dec 18 | 31 Dec 171) |
|---|---|
| 2 994 | 3 498 |
| (5 157) | (4 283) |
| (2 163) | (785) |
Revenue recognition from customer contracts includes:
| MNOK | 31 Dec 18 | 31 Dec 17 |
|---|---|---|
| Sums included in customer contracts, obligations at the beginning of the year and which are | ||
| recognised as income in the fiscal year | 3 056 | 3 213 |
| Income from deliveries completed before the accounting year | 67 | 29 |
Expected date of recognition of the transaction price related to unsettled delivery obligations as of 31 December 2018:
| MNOK | 2018 | 2017 |
|---|---|---|
| During 2019 (2018) | 10 356 | 9 461 |
| 2020 (2019) or later | 6 927 | 6 168 |
| Total | 17 283 | 15 629 |
Specification of movement in the balance line "Shares in joint arrangements and associated companies" 1 January – 31 December:
| Compre- | ||||||||
|---|---|---|---|---|---|---|---|---|
| Net | hensive | Net | ||||||
| Business | holding | Access in | Received | Profit | income | holding | ||
| MNOK | office | Share | 1 Dec 18 | the period | dividends | the period1) | the period2) | 31 Dec 18 |
| Patria Oyj | Helsinki, Finland | 49.90% | 2 806 | (81) | 80 | 2 | 2 807 | |
| Kongsberg Satellite Services AS | Tromsø, Norway | 50.00% | 388 | (55) | 104 | 437 | ||
| Other | 164 | 17 | (22) | (3) | 156 | |||
| Total | 3 358 | 17 | (158) | 181 | 2 | 3 400 |
1) The results from companies that are separate tax entities, such as private limited companies, are adopted after tax and amortisation of excess values.
2) Comprehensive income is exchange differences. Parts of the investment in Patria are hedged in basic swaps. See Note 20 B "Financial instruments - Currency risk and hedging of currency".
| 1 Jan 18–31 Dec 18 | 1 Jan 17–31 Dec 17 | |||
|---|---|---|---|---|
| MEUR | MNOK | MEUR | MNOK | |
| Earnings after tax in Patria (100%)1) | 29 | 30 | ||
| Minority interests | (4) | (5) | ||
| Earnings after tax in Patria (100%), majority | 25 | 245 | 25 | 242 |
| KONGSBERG's share (49.9%)2) | 122 | 121 | ||
| Amortisation of added value after tax | (42) | (46) | ||
| Share of net income in the period | 80 | 75 |
1) Differs from Patria's reported income for 2017 due to provisions in Patria that do not affect KONGSBERG's share of net income.
2) Share of Patria's profit after tax and adjustment for non-controlling interests.
The Group's total inventories include the following:
| MNOK | 31 Dec 18 | 31 Dec 171) |
|---|---|---|
| Raw materials | 925 | 828 |
| Work in progress | 265 | 291 |
| Finished products | 984 | 754 |
| Total | 2 174 | 1 873 |
| Recognised changes in value for | ||
| inventories | 35 | 55 |
| Total cost of goods in year amounts to | 4 297 | 4 417 |
1) Reclassifications between inventory and customer contracts and assets are described in more detail in Note 3 T) "Standards in IFRS that were implemented with effect from 1 January 2018", IFRS 15 Revenue from contracts with customers.
Inventories are measured at the lowest of acquisition cost and net realisable value. Judgement is used when assessing net sales value. Market conditions and technical condition are taken into consideration, amongst other things, for the assessments.
KONGSBERG has a service pension plan that complies with legislation, and consists of a defined contribution plan and a closed defined benefit plan. The service pension plans include all employees of the Group in Norway. As of 31 December 2018, approximately 4,560 employees in total were part of the plans in Norway. KONGSBERG endeavours to ensure that as many of its employees as possible outside Norway are also covered by service pension plans.
The Group introduced a defined contribution pension scheme for all employees under the age of 52 as of 1 January 2008. The contribution rates are 0 per cent of salary up to 1G, 5 per cent of salary between 1G and 7,1G, and 11 per cent of salary from 7,1G up to 12G. The employees can influence the way the funds are managed by choosing between three investment options; with either 30. 50 or 80 per cent of their shares in the portfolio. The Group also has a collective, unfunded contribution plan for salaries between 12G and 15G. The Group's deposits in this plan is 18 per cent of the portion of the base salary
Salaries and other personnel expenses represent expenses associated with the remuneration of personnel employed by the Group.
| MNOK | Note | 2018 | 2017 |
|---|---|---|---|
| Salaries2) | 4 638 | 4 417 | |
| Employer contributions2) | 683 | 659 | |
| Pension expenses, defined | |||
| benefit plans1) | 11 | 35 | 144 |
| Pension expenses, defined | |||
| contribution pension schemes | 11 | 374 | 358 |
| Other benefits2) | 199 | 210 | |
| Total personnel expenses | 5 929 | 5 788 | |
| Average no. of FTEs | |||
| (full-time employees) | 6 785 | 6 878 |
1) The sum for 2017 includes MNOK 122 in costs related to gift pension agreements, including social security expenses. See note 32 "Definitions" regarding restructuring costs.
2) The 2017 figures have been recalculated to show comparable figures.
that exceeds 12G, up to a ceiling of 15G. Special terms and conditions apply for executives. This is described in Note 27 "Statement on the remuneration of the Group CEO and Executive Management". The unfunded scheme has been closed for new members since 2015. The supplementary plan has the same investment choices as the main plan. KONGSBERG's companies abroad generally have defined contribution plans. At 31 December 2018, approx. 4,420 employees in Norway and most of the employees abroad are covered by these plans. The contributions are expensed as incurred.
In connection with the transition to the defined contribution plan on 1 January 2008, employees aged 52 or more remained in the defined benefit plan. The pension plan is insured through DNB Life Insurance. The pension benefits are defined by the number of contribution years and the salary level of the individual employee. Pension costs are distributed over the employee's accrual period. Given a calculated state pension based on the Norwegian National Insurance Scheme's
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
rules before 1 January 2011 and full earning, the scheme provides approx. 65 per cent of the final salary including National Insurance benefits until the age of 77, after which the service pension section is reduced by 50 per cent for the remaining lifetime. The Group also has a collective, unfunded contribution plan for salaries between 12G and 15G. The collective, unfunded benefits plan corresponds to about 60 per cent of the share of the basic wage that exceeds 12G until the age of 77, and then the benefit is reduced by 50 per cent for the remaining lifetime. Special terms and conditions apply for executives. This is described in Note 27 "Statement on the remuneration of the Group CEO and Executive Management". These supplementary plans were discontinued in connection with the transition to defined contribution pension schemes.
Disability pension from the Group was changed on 1 January 2016 and will provide an addition to the estimated disability benefits from national insurance. National insurance will cover 66 per cent of the pension basis up to 6G, while the Group plan covers 66 per cent of the pension basis between 6G and 12G. The Group plan also provides an additional 3 per cent of the pension basis from 0G to 12G, a pay increase of 25 per cent of G and any child supplement of 4 per cent per child (maximum 3 children). From 1 January 2016, KONGSBERG has decided to terminate the paid-up policy accrual for disability pensions as part of the adaptation to the new regulations. The employees have been issued individual paid-up policies for the already earned paid-up policy rights. The new scheme is a one-year risk cover and the premiums will be expensed as they accrue. Starting on 1 January 2013, the risk pensions are unfunded for the share of salary that exceeds 12G. In practice this implies that KONGSBERG is self-insurer for the risk pension for future periods. The unfunded scheme has been closed for new members since 2015.
In 2009, the Group introduced new rules for early retirement for newly hired members of executive management and others in certain key positions. The rules entail early retirement from the age of 65 at the latest, but with reciprocal rights for the Group and the employees to request retirement from the age of 63. Benefits are equal to 65 per cent of the annual wage, based on a minimum of 15 contribution years. If the employee resigns between 63 and 65, this will reduce pension earnings for other plans.
The Group decided not to continue the scheme with early retirement agreements for executives employed after 1 July 2013. This also applied to employees in certain key positions who previously were offered agreements on early retirement. These individuals instead receive an additional contribution of 12 per cent of the basic salary in excess of 12G, to the unfunded pension scheme as long as they hold the post, but only until the age of 65 at the latest. After an overall assessment of the State's ownership report, the Group decided on 1 October 2015 not offer any early retirement options.
The calculation of future pensions in the benefits plan is based on the following assumptions:
| Economic assumptions | 31 Dec 18 | 31 Dec 17 | |
|---|---|---|---|
| Discount rate | 2.70% | 2.25% | |
| Asset return | 2.70% | 2.25% | |
| Wage adjustment | 2.00% | 1.75% | |
| Pension base level (G) adjustment | 2.50% | 2.25% | |
| Pension adjustment | 1.75% | 1.25% | |
| Demographic assumptions | 31 Dec 18 | 31 Dec 17 | |
| Mortality | K2013 | K2013 | |
| Disability | IR 73 | IR 73 | |
| 4.5% | 4.5% | ||
| Voluntary turnover | for all ages | for all ages |
The pension calculations are based on mortality table K2013. The reason is an increased life expectancy which will lead to higher pension obligations. IR 73 concerns tables for expected disability. The mortality and disability risks are based on public tables and observations of disabilities at KONGSBERG. The probability that an employee in a given age group will become disabled or die within one year, and the life expectancy is as follows:
| Disability % | Mortality % | Estimate life | |||||
|---|---|---|---|---|---|---|---|
| Age | Men | Women | Men | Women | Men | Women | |
| 20 | 0.1 | 0.2 | <0.1 | <0.1 | 89 | 94 | |
| 40 | 0.3 | 0.4 | 0.1 | <0.1 | 88 | 92 | |
| 60 | 1.4 | 1.8 | 0.4 | 0.3 | 87 | 90 | |
| 80 | - | - | 4.3 | 2.9 | 90 | 92 |
The disability rate in IR 73 was chosen because it offers the best approach to KONGSBERG's disability statistics. This is based on KONGSBERG's history in which approx. 25 per cent of the disability pension is reimbursed through an international pool.
| Directors' Report 2018 | Financial Statements and Notes | Statement from the Board | Auditor's Report | ||
|---|---|---|---|---|---|
| 01 Year 2018 | 02 About KONGSBERG |
03 Sustainability | 04 Corporate Governance |
05 Directors' Report and Financial Statements |
The year's pension costs were calculated as follows:
| MNOK | 2018 | 2017 |
|---|---|---|
| Present value of the year's earned pensions | 27 | 36 |
| Interest cost on accrued pension liabilities | 41 | 47 |
| Estimated return on pension plan assets | (30) | (36) |
| Administration costs | 10 | 14 |
| Accrued social security expenses | 7 | 9 |
| Total | 55 | 70 |
| Settlement of old early retirement plan incl. social security tax1) | - | 122 |
| Settlement pension scheme incl. social security costs. | (9) | (37) |
| Total net pension costs for the year including finance items | 46 | 155 |
| Adjusted for net interest classified as finance expense | (11) | (11) |
| Total net pension costs for the year | 35 | 144 |
| Costs of defined contribution plans in Norway | 335 | 319 |
| Defined contribution pension scheme costs abroad | 39 | 39 |
1) For a definition, see note 32 "Definitions" regarding restructuring costs.
Net interests costs are classified as finance expenses.
| 2018 | 2017 | ||||||
|---|---|---|---|---|---|---|---|
| MNOK | Funded | Unfunded | Total | Funded | Unfunded | Total | |
| Changes in gross pension liabilities | |||||||
| Gross pension liabilities at 1 January | 1 637 | 388 | 2 025 | 1 718 | 240 | 1 958 | |
| Reclassification of gift pension | - | - | - | - | 42 | 42 | |
| Present value of current year's contribution | 14 | 13 | 27 | 22 | 14 | 36 | |
| Interest expenses on pension liabilities | 35 | 6 | 41 | 41 | 6 | 47 | |
| Actuarial losses/gains | 47 | (21) | 26 | (22) | (2) | (24) | |
| Settlement of pension scheme | (8) | - | (8) | (32) | - | (32) | |
| Gift pension/plan change | - | - | - | - | 107 | 107 | |
| Payments of pensions/paid-up policies | (107) | (44) | (151) | (93) | (32) | (125) | |
| Net change in social security expenses | (5) | (8) | (13) | 3 | 13 | 16 | |
| Gross pension liabilities at 31 December | 1 613 | 334 | 1 947 | 1 637 | 388 | 2 025 | |
| Changes in gross pension fund assets | |||||||
| Fair value, pension plan assets 1 January | 1 378 | - | 1 378 | 1 491 | - | 1 491 | |
| Expected return on pension funds | 30 | - | 30 | 36 | - | 36 | |
| Actuarial losses/gains | 74 | - | 74 | (90) | - | (90) | |
| Premium payments | 41 | - | 41 | 46 | - | 46 | |
| Fund transferred from YTP to ITP | - | - | - | - | - | - | |
| Plan change | - | - | - | - | - | - | |
| Payments of pensions/paid-up policies | (114) | - | (114) | (105) | - | (105) | |
| Fair value, pension plan assets 31 December | 1 409 | - | 1 409 | 1 378 | - | 1 378 | |
| Net capitalised pension liabilities at 31 December | (204) | (334) | (538) | (259) | (388) | (647) |
| MNOK | 2018 | 2017 | 2016 | 2015 | 2014 |
|---|---|---|---|---|---|
| Long-term bonds | 464 | 182 | 436 | 492 | 599 |
| Loans and receivables | 344 | 361 | 314 | 271 | - |
| Money market | 97 | 186 | 377 | 366 | 386 |
| Short-term bonds | 179 | 368 | 180 | 98 | 248 |
| Shares | 179 | 146 | 77 | 125 | 194 |
| Property | 139 | 121 | 96 | 149 | 258 |
| Other | 7 | 14 | 11 | 5 | 36 |
| Total | 1 409 | 1 378 | 1 491 | 1 506 | 1 721 |
| Recognised return on pension plan assets | 2.7% | 4.4% | 3.6% | 4.5% | 5.4 % |
The secured pension scheme is insured in DNB Liv, and the Group's pension funds are thereby regulated by an insurance policy. The insurance policy cannot be traded, and the value is determined in accordance with the legislation on insurance businesses. The insurance has an interest guarantee, implying that DNB Liv carries the risk for the return on the pension funds.
| MNOK | 2018 | 2017 | 2016 | 2015 | 2014 |
|---|---|---|---|---|---|
| Net liabilities at 1 January | (647) | (467) | (497) | (915) | (757) |
| Reclassification of gift pension | - | (42) | - | - | - |
| Recognised pension cost | (48) | (61) | (75) | (149) | (144) |
| Settlement of pension scheme | 8 | 32 | 7 | 147 | (10) |
| Gift pension | - | (107) | - | - | - |
| Premium payments | 41 | 46 | 49 | 128 | 135 |
| Disbursements | 47 | 34 | 27 | 18 | 22 |
| Transition to the equity method | - | - | - | - | 7 |
| Actuarial losses/gains | 48 | (66) | 18 | 222 | (147) |
| Net change in social security expenses | 13 | (16) | 4 | 52 | (21) |
| Net capitalised pension liabilities at 31 December | (538) | (647) | (467) | (497) | (915) |
Actuarial loss/gain is recognised in the statement of comprehensive income by MNOK 54 incl. social security expenses.
| MNOK | 2018 | 2017 | 2016 | 2015 | 2014 |
|---|---|---|---|---|---|
| Gross pension liabilities at 31 December | 1 947 | 2 025 | 1 958 | 2 003 | 2 636 |
| Fair value, pension plan assets 31 December | 1 409 | 1 378 | 1 491 | 1 506 | 1 721 |
| Net pension liabilities 31 December | (538) | (647) | (467) | (497) | (915) |
| Actuarial gains/losses pension liabilities 31 December | 26 | (24) | 4 | (211) | 160 |
| Actuarial gains/losses pension assets 31 December | 74 | (90) | 22 | 11 | 13 |
| Accumulated estimated gains/losses recognised in the statement of | |||||
| comprehensive income after tax | (1 331) | (1 374) | (1 316) | (1 331) | (1 521) |
| Of which constitute experience deviations | (881) | (928) | (943) | (898) | (1 002) |
The Group's general contractual early retirement plan gives a life-long supplement to the ordinary pension. Employees can choose to draw on the new plan from the age of 62, even if they continue to work. The new plan is a defined benefit multi-employer pension plan, and it is funded through premiums established as a percentage of wages. For the moment, there is no reliable measurement or allocation of liabilities and funding as regards the plan. For accounting purposes, the plan is therefore considered to be a deposit-based pension plan in which premium payments are expensed against income on an ongoing basis, and no provisions are made in the financial statements. A premium is paid to the new plan of the total payments made between 1G and 7.1G to the Group's employees. For 2018, the premium was 2.5 per cent, and the same rate is set for 2019 (estimated at MNOK 80). There is no accumulation of capital in the plan and further increases in the premium level are expected over the coming years.
Pension expenses for the year are calculated on the basis of the financial and actuarial assumptions that apply at the beginning of the year. Gross pension liabilities are based on the financial and actuarial assumptions made at the end of the year. The gross value of pension fund assets is calculated on the assumption that there will be an annual return of 2.70 per cent, being the expectation on 31 December 2018. The value adjusted return on investments was 1.8 per cent, but will not be included in the capitalised assets until 2019.
The premium payments for the closed defined benefit plan for 2019 are approx. MNOK 40 Pension benefits depend on the number of years of service and salary level when reaching retirement age. Net pension liabilities are determined on the basis of actuarial estimates made on assumptions related to the discount rate, future wage growth, pension adjustments, projected return on pension fund assets and employee turnover. These assumptions are updated annually. The discount rate is stipulated on the basis of the covered bond interest rate, which reflects the time frame for paying out on the pension liabilities for the benefit plan. In KONGSBERG's opinion, the market for covered bonds is sufficiently deep and shows reliable pricing. The pension liability would have been approx. 8 per cent higher using a government bond rate of 1.5 per cent, all other factors held constant. Pension adjustments are now calculated after adjustment for inflation compared to minimum adjustments in previous years. The pension liability would have been approx. 7 per cent lower using minimum adjustment, all other factors held constant.
The balance sheet shows net pension liabilities including social security.
Expected pension payments within the defined benefit pension scheme are as follows:
| MNOK | |
|---|---|
| 2019 | 117 |
| 2020 | 119 |
| 2021 | 119 |
| 2022 | 125 |
| 2023 | 128 |
| Next 5 years | 574 |
The following estimates are based on facts and circumstances that applied at 31 December 2018, provided that all other parameters are constant. Actual results may deviate significantly from these estimates.
| Changes in % are percentage points | Discount rate | Annual salary growth | Annual basic amount | ||||
|---|---|---|---|---|---|---|---|
| 1% | (1%) | 1% | (1%) | 1% | (1%) | ||
| Change in pension | |||||||
| Defined benefit obligation (PBO) | (9%) | 10% | 1% | (1%) | (0.5%) | 0.5% | |
| Net pension cost for the period | (11%) | 13% | 8% | (7%) | (3%) | 4% |
| Annual adjustment of pensions |
Resignation rate | Mortality | |||||
|---|---|---|---|---|---|---|---|
| 1 year | |||||||
| 1 year lower | increased | ||||||
| expected | expected | ||||||
| lifetime at | lifetime at | ||||||
| Changes in % are percentage points | 1% | (1%) | 1% | (1%) | 67 years | 67 years | |
| Change in pension | |||||||
| Defined benefit obligation (PBO) | 9% | (8%) | (0.1%) | 0.1% | (4%) | 4% | |
| Net pension cost for the period | 9% | (8%) | (0.8%) | 0.8% | (3%) | 3% |
When calculating the sensitivity for mortality, we adjust K2013 so that the life expectancy for a 67 year old is increased by 1 year and reduced by 1 year, respectively. This is relevant for life expectancy for a 67 year old in 2018 according to the mortality table K2013.
| Directors' Report 2018 | Financial Statements and Notes | Statement from the Board | Auditor's Report | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| -- | ------------------------ | -- | -------------------------------- | -- | -- | -------------------------- | -- | -- | -- | ------------------ | -- | -- |
| Buildings and | ||||||
|---|---|---|---|---|---|---|
| other fixed | Machinery | Equipment | Plant under | |||
| MNOK | Land | property | and plant | and vehicles | in progress | Total |
| Acquisition cost | ||||||
| 1 Jan 17 | 229 | 2 159 | 1 422 | 1 950 | 250 | 6 010 |
| Reclassification | - | 19 | (2) | (17) | - | - |
| Additions | 75 | 90 | 156 | 122 | (104) | 339 |
| Disposals | - | (16) | (19) | (11) | - | (46) |
| Translation differences | - | (4) | 9 | 2 | 2 | 9 |
| Acquisition cost 31 Dec 17 | 304 | 2 248 | 1 566 | 2 046 | 148 | 6 312 |
| Reclassification | - | 21 | - | - | (21) | - |
| Additions | 5 | 18 | 128 | 84 | (5) | 230 |
| Disposals | - | (30) | (84) | (13) | - | (127) |
| Translation differences | 1 | 21 | 1 | 11 | - | 34 |
| Acquisition cost 31 Dec 18 | 310 | 2 278 | 1 611 | 2 128 | 122 | 6 449 |
| Accumulated depreciation and impairment 1 Jan 17 |
- | 922 | 839 | 1 520 | 6 | 3 287 |
| Reclassification | - | 3 | (1) | (2) | - | - |
| Depreciation for the year | - | 96 | 110 | 147 | - | 353 |
| Impairment for the year | - | 33 | 6 | 1 | - | 40 |
| Accumulated depreciation through disposal | - | (13) | (13) | (9) | - | (35) |
| Translation differences | - | (1) | 7 | 3 | - | 9 |
| Total accumulated depreciation and impairment 31 Dec 17 | - | 1 040 | 948 | 1 660 | 6 | 3 654 |
| Reclassification | - | - | - | - | - | - |
| Depreciation for the year | - | 87 | 123 | 140 | - | 350 |
| Impairment for the year | - | 5 | 1 | - | - | 6 |
| Accumulated depreciation through disposal | - | (23) | (73) | (12) | - | (108) |
| Translation differences | - | 8 | 1 | 7 | - | 16 |
| Total accumulated depreciation and impairment 31 Dec 18 | - | 1 117 | 1 000 | 1 795 | 6 | 3 918 |
| Carrying amount 31 Dec 17 | 304 | 1 208 | 618 | 386 | 142 | 2 658 |
| Carrying amount 31 Dec 18 | 310 | 1 161 | 611 | 333 | 116 | 2 531 |
| Useful life | N/A 10–33 years | 3–20 years | 3–10 years | |||
| Annual rent paid for off-balance sheet property, plant and | ||||||
| equipment | 345 | 11 | 356 |
For property, plant and equipment, there is estimation uncertainty with regard to the determination of estimated remaining useful life and expected residual value. These factors are assessed annually.
Financial Statements
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
| Capitilised | Other | ||||
|---|---|---|---|---|---|
| develop | intangible | ||||
| MNOK | Goodwill | Technology | ment | assets | Total |
| Acquisition cost | |||||
| 1 Jan 17 | 2 909 | 662 | 952 | 100 | 4 623 |
| Additions | - | - | 187 | 2 | 189 |
| Disposals | - | - | - | (1) | (1) |
| Translation differences | (16) | (6) | - | - | (22) |
| Acquisition cost 31 Dec 17 | 2 893 | 656 | 1 139 | 101 | 4 789 |
| Additions through business combinations | - | - | 8 | - | 8 |
| Additions | 11 | 4 | 130 | 7 | 152 |
| Disposals | - | - | (2) | - | (2) |
| Translation differences | 19 | 9 | - | 1 | 29 |
| Acquisition cost 31 Dec 18 | 2 923 | 669 | 1 275 | 109 | 4 976 |
| Accumulated amortisation and impairment | |||||
| 1 Jan 17 | 911 | 595 | 286 | 85 | 1 877 |
| Amortisation | - | 45 | 58 | 11 | 114 |
| Disposals | - | - | - | 1 | 1 |
| Translation differences | 1 | (5) | - | (2) | (6) |
| Total accumulated amortisation and impairment 31 Dec 17 | 912 | 635 | 344 | 95 | 1 986 |
| Amortisation | - | 21 | 67 | 5 | 93 |
| Disposals | - | - | - | - | - |
| Translation differences | - | 8 | - | - | 8 |
| Total accumulated amortisation and impairment 31 Dec 18 | 912 | 664 | 411 | 100 | 2 087 |
| Carrying amount 31 Dec 17 | 1 981 | 21 | 795 | 6 | 2 803 |
| Carrying amount 31 Dec 18 | 2 011 | 5 | 864 | 9 | 2 889 |
| Useful life | 8–10 years | 5-10 years | 8–10 years |
With the exception of goodwill, which cannot be amortised, the amortisation of intangible assets is linear with useful life. The amortisation starts when the intangible asset is available for use.
2018 2017 MNOK Product maintenance Research and development costs Total Product maintenance Research and development costs Total Kongsberg Maritime 220 499 719 226 480 706 Kongsberg Defence & Aerospace 35 98 133 42 89 131 Others 25 68 93 4 94 98 Total 280 665 945 272 663 935
Development projects financed by customers are not capitalised, but KONGSBERG seeks to obtain ownership rights to the developed products. During the development phase in an internally financed project, the decision is taken whether to complete development and begin capitalisation based on technical success and market conditions.
Internally financed development projects at Kongsberg Maritime mainly contain many projects with limited total scope and, to a great extent, the development of existing technology. Many of these development projects are not considered to be eligible for capitalisation. Several of the projects also entail considerable uncertainty about whether they are technologically feasible and how the final solution will turn out. Normally, the criteria for capitalisation will not be satisfied until fairly late in the development project.
The largest capitalised projects are associated with the development of the "Joint Strike Missile", weapons stations, remotely operated airport towers, digital platform and within new integrated vessel solutions.
Capitalised development costs are amortised according to the estimated lifetime. Estimated lifetime may change over time. This is considered annually, and the amortisation is adjusted when considered necessary. When testing the value of capitalised development costs, the Group applies the same principles and methods as used for impairment testing. Regarding estimate uncertainty associated with this matter, see Note 14 "Impairment testing of goodwill".
Goodwill obtained through acquisitions is allocated to the Group's operating segments and followed up and tested collectively for the group of cash-generating units that constitute the operating segment. Goodwill is followed up for groups of cash-generating units that are similar to what is defined as the operating segment pursuant to Note 6 "Operating segments".
Goodwill is allocated to the operating segments as follows:
| MNOK | 31 Dec 18 | 31 Dec 17 |
|---|---|---|
| Kongsberg Maritime | 1 753 | 1 722 |
| Kongsberg Defence & Aerospace | 172 | 173 |
| Other 1) | 86 | 86 |
| Total goodwill in balance sheet | 2 011 | 1 981 |
1) Goodwill from others is connected to Kongsberg Digital.
The Group tests goodwill for impairment annually, or more frequently if there are indications of impairment.
The Group has used value in use to determine recoverable amounts for the cash flow-generating entities. Value in use is determined by using the discounted cash flow method. The expected cash flow is based on the business areas' budgets and long term plans, which are approved by KONGSBERG's executive management and Board. Budgets and long-term plans cover a five-year period (explicit prognosis period). Approved budgets and long-term plans are adjusted for cash flows related to investments, restructuring, future product improvements and new development, if the elements are considered significant for the impairment test. After the five years of explicit plans, the units' cash flows are stipulated by extrapolation. At the beginning of the extrapolation period, the entity is assumed to be in a stable phase. To calculate value in use, the Group has used anticipated cash flows after tax and, correspondingly, discount rates after tax. The recoverable amount would not have been significantly different if cash flows before tax and the discount rate before tax had been used. The discount rate before tax has been stipulated using an iterative method and is shown in a separate table.
The assumptions are based on historical results an observable market data.
The discount rates are based on a weighted average cost of capital (WACC) method, whereby the cost of equity and the cost of liabilities are weighted according to an estimated capital structure. The discount rates reflect the market's required return on investment at the time of the test and in the industry to which the cash-generating unit belongs. The estimated capital structure is based on the average capital structure in the industry in which the cash generating unit operates and an assessment of what is a reasonable and prudent long-term capital structure. The CAPM model is used to estimate the cost of equity. In accordance with the CAPM model, the cost of equity consists of risk-free interest as well as an individual risk premium. The risk premium is the entity's systematic risk (beta), multiplied by the market's risk premium. The risk-free interest is estimated on a 10-year Norwegian government bond interest rate and is based on all cash flows being translated to NOK. The cost of liabilities represents an expected long-term after-tax interest rate for comparable liabilities and consists of risk-free interest and an interest spread.
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
The profit margin is reviewed for each of the cash flow-generating entities that are based on expectations of future development. This gives the Group good prospects for order intake, especially within the defence segment, and it is a solid basis for long-term growth. The major restructurings that have been carried out are expected to contribute to increased profitability for the Group as a whole. The explicit 5-year period is based on moderate growth in both Kongsberg Maritime and Kongsberg Defence & Aerospace.
Growth rates in the explicit prognosis period are based on management's expectations of market trends in the markets in which the undertaking operates. The Group uses stable growth rates to extrapolate cash flows in excess of five years. The long-term growth rate beyond five years is not higher than the expected long-term growth rate in the industry in which the undertaking operates.
For entities operating in markets where it is relevant to measure market shares, it is expected that established positions in general will be maintained, but there could be increases and setbacks in certain areas.
| Kongsberg | Kongsberg Defence & |
||
|---|---|---|---|
| Per cent | Maritime | Aerospace | Other |
| Discount rate before tax | 10.8 | 9 | 10.8 |
| Discount rate after tax | 8.5 | 7 | 8.5 |
| Long-term nominal growth rate | 1.5 | 1.5 | 1.5 |
| Inflation | 1.5 | 1.5 | 1.5 |
In connection with impairment tests of goodwill, sensitivity analyses are carried out for each individual cash generating unit.
For both Kongsberg Maritime and Kongsberg Defence & Aerospace, there will not be an impairment situation before relatively large changes in the key assumptions, and these changes are considered to be outside the probable outcome.
There will always be uncertainty related to the estimate of value in use. The assessments are based on key assumptions as described above, and are to a large degree influenced by market data for comparable companies, interest rates and other risk conditions. These calculations are based on discounted future cash flows, in which judgement was used as regards future profit and operation.
Significant changes in the cash flows will affect the value of goodwill.
| MNOK | 2018 | 2017 |
|---|---|---|
| Interest income from assets at amortised cost | 24 | 11 |
| Derivatives at fair value through profit and loss | 16 | 14 |
| Foreign exchange gain | 16 | 11 |
| Other finance income | 3 | 11 |
| Financial income | 59 | 47 |
| Interest expense from liabilities at amortised cost | 100 | 110 |
| Derivatives at fair value through profit and loss | 1 | |
| Foreign exchange loss | 28 | 12 |
| Discounts of non-current provisions | 4 | 3 |
| Other financial expenses | 28 | 39 |
| Financial expenses | 160 | 165 |
| Net finance item recognised in income statement | (101) | (118) |
| MNOK | 2018 | 2017 |
|---|---|---|
| Tax payable Norway | 31 | - |
| Tax payable abroad | 88 | 103 |
| Change in deferred tax | 21 | (8) |
| Income tax expense | 140 | 95 |
| MNOK | 2018 | 2017 |
|---|---|---|
| Profit before tax | 844 | 654 |
| Tax calculated at tax rate 23% (24%) of profit before tax | 194 | 157 |
| Effect of reducing the tax rate to 22% (23%) | (60) | (50) |
| Effect of tax differences and unrecognised tax benefits abroad | (1) | 26 |
| Joint arrangements and associated companies | (42) | (45) |
| Correction of taxes payable for previous years | 38 | - |
| Other permanent differences | 11 | 7 |
| Income tax expense | 140 | 95 |
| Effective tax rate | 16.6% | 14.5% |
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
As of 1 January 2019, the nominal tax rate in Norway will be reduced from 23 per cent to 22 per cent. As a result of the major differences between the accounting and tax-related profits, the approved change will cause a reduction in this year's tax costs of MNOK 60.
The effect is mainly due to changes in previous years' NOKUS taxation, as well as judgements by Norwegian tax authorities relating to internal pricing. The judgements are being appealed.
Customer contracts are based on the assumption that tax wise, revenue recognition will occur when the responsibility and risk has been transferred to the customer. This has no effect on the tax expense in the income statement, but as a consequence, tax payable will fluctuate over time.
The effective tax rate is affected by source tax on dividends from foreign subsidiaries, adjustments for previous years and the fact that shares of net income from associated companies are recognised after tax. In addition, the tax-reducing differences consist of emissions costs recognised directly in equity, partly offset by non-deductible transaction costs in connection with the purchase of shares.
| MNOK | 31 Dec 18 | 31 Dec 17 |
|---|---|---|
| Deferred tax assets | ||
| Pensions | 118 | 149 |
| Derivatives | 128 | 148 |
| Accumulated tax loss to carry forward | 134 | 191 |
| Deferred tax assets - gross | 380 | 488 |
| Deferred tax liability | ||
| Fixed assets | 157 | 184 |
| Customer contracts in progress | 1 454 | 1 502 |
| Provisions/currency | 22 | 25 |
| Derivatives | 40 | 49 |
| Deferred tax liabilities - gross | 1 673 | 1 760 |
| Net recognised deferred tax liabilities | (1 293) | (1 272) |
| Tax rate in Norway | 22% | 23% |
| MNOK | 31 Dec 18 | 31 Dec 17 |
|---|---|---|
| Pensions | 12 | (18) |
| Cash flow hedges | 16 | 124 |
| Total | 28 | 106 |
| Access deferred tax assets on capital increase | (14) | - |
| Access tax deduction abroad, not offset | (14) | - |
The tax effect related to a change in tax rate from 23 per cent to 22 per cent as of 2019 will give a reduction of MNOK 1 relating to cash flow hedges and is included in comprehensive income.
Payments of dividends to the parent company's shareholders have no impact on the Group's payable or deferred tax.
| Directors' Report 2018 | Financial Statements and Notes | Statement from the Board | Auditor's Report | |
|---|---|---|---|---|
| 01 Year 2018 | 02 About KONGSBERG |
03 Sustainability | 04 Corporate Governance |
05 Directors' Report and Financial Statements |
| MNOK | 2018 | 2017 |
|---|---|---|
| Profit for the year attributable to the shareholders | ||
| Profit after tax | 704 | 559 |
| Non-controlling interests' share of the result | (3) | (5) |
| Profit for the year/diluted profit attributable to the ordinary shareholders | 701 | 554 |
| Number of shares | Note | 2018 | 2017 |
|---|---|---|---|
| Average weighted number of shares outstanding at 1 January | 22 | 120 | 120 |
| Average weighted number of shares at 31 December 1) | 22 | 126 | 120 |
1) The issue generated an increase in the number of shares from 120,000,000 to 179,990,065 shares. See Note 22 "Share capital". In calculating the earnings per share, the average shares outstanding were used as a basis for the year as a whole.
| NOK | 2018 | 2017 |
|---|---|---|
| Profit for the year per share | 5.58 | 4.62 |
| Earnings per share for the year, diluted | 5.58 | 4.62 |
| MNOK | 31 Dec 18 | 31 Dec 17 |
|---|---|---|
| Shares at fair value through profit and loss | 26 | 29 |
| Loans to employees | 15 | 16 |
| Prepaid land rental | 17 | 14 |
| Long-term loans to customers | 110 | 129 |
| Other non-current assets | 20 | 16 |
| Total other non-current assets | 188 | 204 |
| MNOK | 31 Dec 18 | 31 Dec 171) |
|---|---|---|
| Trade receivable | 3 001 | 2 996 |
| Provision for bad debts | (199) | (241) |
| Net trade receivable | 2 802 | 2 755 |
| Other receivables | 460 | 358 |
| Net receivables | 3 262 | 3 113 |
1) Reclassifications between inventory and customer contracts and assets are described in more detail in Note 3 T) "Standards in IFRS that were implemented with effect from 1 January 2018".
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
For an explanation of KONGSBERG's credit risk and its handling, see Note 5 – Financial risk management objectives and policies. Carrying value of financial assets represents the maximum credit exposure:
| MNOK Note |
31 Dec 18 | 31 Dec 171) |
|---|---|---|
| Trade receivable | 3 001 | 2 996 |
| Other short-term receivables | 460 | 555 |
| Customer contracts in progress 7 |
2 653 | 2 819 |
| Other non-current assets 18 |
188 | 204 |
| Cash and cash equivalents 21 |
10 038 | 2 956 |
| Forward contracts and interest rate swaps are used as currency hedging 20A |
182 | 213 |
| Total exposure to credit risk | 16 522 | 9 743 |
1) When implementing IFRS 15 Revenue from contracts with customers from 1 January 2018, some lines in the statement of financial position at 31 December 2017 were revised. See Note 3 T) "Standards in IFRS that were implemented with effect from 1 January 2018".
| MNOK | 31 Dec 18 | 31 Dec 17 |
|---|---|---|
| Norway | 413 | 376 |
| Europe | 893 | 644 |
| North America | 756 | 936 |
| South America | 79 | 81 |
| Asia | 534 | 536 |
| Other countries | 325 | 423 |
| Total | 3 001 | 2 996 |
| MNOK | 31 Dec 18 | 31 Dec 17 |
|---|---|---|
| Public | 863 | 874 |
| Private | 2 138 | 2 122 |
| Total | 3 001 | 2 996 |
| 31 Dec 18 | 31 Dec 17 | ||||
|---|---|---|---|---|---|
| Provision for | Provision for | ||||
| MNOK | Gross | bad debts | Gross | bad debts | |
| Not due | 1 737 | (2) | 1 630 | (2) | |
| Due 1–30 days | 554 | (5) | 495 | (32) | |
| Due 31-90 days | 388 | (10) | 415 | (23) | |
| Due 91-180 days | 157 | (27) | 125 | (22) | |
| Due more than 180 days | 165 | (155) | 331 | (162) | |
| Total | 3 001 | (199) | 2 996 | (241) | |
| MNOK | 2018 | 2017 |
|---|---|---|
| Provision 1 January | (241) | (234) |
| Actual losses | 52 | 16 |
| Allocation | (34) | (41) |
| Dissolved | 25 | 18 |
| Provision 31 December | (199) | (241) |
The provision for bad debts is determined by an assessment of the probability of loss on a receivable or a group of receivables. Judgement and assumptions that can change over time are applied for the assessments. The provision for bad debts is, to a large degree, influenced by the market situation and the financial standing of the counterparty.
| - | |
|---|---|
| 2 | |
For definitions of financial instruments, please see Note 3 J "Financial instruments".
| MNOK | Note | 31 Dec 18 | 31 Dec 17 |
|---|---|---|---|
| Current assets | |||
| Forward exchange contracts, cash flow hedging | 20C | 117 | 43 |
| Forward exchange contracts, fair value hedges | 60 | 149 | |
| Interest rate swaps, fair value hedges | 20D | 5 | 10 |
| Loan hedges | 20B | - | 11 |
| Total derivatives, current assets | 182 | 213 | |
| Current liabilities | |||
| Forward exchange contracts, cash flow hedging | 20C | 50 | 17 |
| Interest rate swaps, cash flow hedging | 20D | - | 1 |
| Forward exchange contracts, fair value hedges | 443 | 563 | |
| Fair value basis swaps | 86 | 64 | |
| Loan hedges | 20B | 1 | - |
| Total derivatives, current liabilities | 580 | 645 |
For an explanation of KONGSBERG's currency risk and its handling of this risk, see Note 5 – Management of capital and financial risk. KONGSBERG's exposure to currency risks related to capitalised trade receivables and payable in US dollars (USD) and Euro (EUR), based on the nominal amount was, at year-end:
| 31 Dec 18 | 31 Dec 17 | |||
|---|---|---|---|---|
| Amounts in mill. | USD | EUR | USD | EUR |
| Trade receivable | 127 | 46 | 174 | 32 |
| Accounts payable | (17) | (9) | (23) | (9) |
| Net | 110 | 37 | 152 | 22 |
Forward rates as fair value hedges must protect contractual currency flows. This means that the forward rates will hedge capitalised trade receivables in foreign currency, as well as invoicing remaining on the contracts. KONGSBERG is also exposed to other currencies, but these are insignificant compared with the exposure to USD and EUR. In the overview of 2018, GBP is included due to a significant exposure to cash flow hedges.
Important foreign exchange rates used in the consolidated financial statements throughout the year:
| Average exchange rate | Spot rate as of 31 Dec | |||
|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | |
| USD | 8.13 | 8.27 | 8.64 | 8.20 |
| EUR | 9.60 | 9.33 | 9.90 | 9.83 |
| GBP | 10.85 | 10.65 | 11.02 | 11.08 |
| 01 Year 2018 | 02 About KONGSBERG |
03 Sustainability | 04 Corporate Governance |
05 Directors' Report and Financial Statements |
|---|---|---|---|---|
At 31 December, the company had the following net sale foreign currency hedges, divided by hedge category:
| 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Value | ||||||||
| in NOK at | Total | Total | Total | |||||
| 31 Dec 18 | Fair | hedged | Average | hedged | Average | hedged | Average | |
| based on | value 1) | amount | hedged rate | amount | hedged rate | amount | hedged rate | |
| the agreed | in NOK | in USD | in USD | in EUR | in EUR | in GBP | in GBP | |
| Amounts in mill. | rates | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 |
| Hedge category | ||||||||
| Forward exchange contracts, cash flow | ||||||||
| hedges2) 4) | (4 064) | 67 | 234 | 8,52 | (60) | 9,83 | (502) | 10,87 |
| Total cash flow hedges | (4 064) | 67 | 234 | (60) | (502) | |||
| Forward exchange contracts, fair value | ||||||||
| hedges2) | 8 283 | (384) | 565 | 8.05 | 306 | 9.85 | 43 | 10.81 |
| Loan protection, fair value hedges2) 3) | 402 | (1) | 62 | 8.60 | (2) | 9.83 | (2) | 10.96 |
| Total fair value hedges | 8 685 | (385) | 627 | 304 | 41 | |||
| Total | 4 621 | (318) | 861 | 244 | (461) |
| 2017 | |||||||
|---|---|---|---|---|---|---|---|
| Value | |||||||
| in NOK at | Total | Total | |||||
| 31 Dec 17 | Fair | hedged | Average | hedged | Average | ||
| based on | value 1) | amount | hedged rate | amount | hedged rate | ||
| the agreed | in NOK | in USD | in USD | in EUR | in EUR | ||
| Amounts in mill. | rates | 31 Dec 17 | 31 Dec 17 | 31 Dec 17 | 31 Dec 17 | 31 Dec 17 | |
| Hedge category | |||||||
| Forward exchange contracts, cash flow | |||||||
| hedges2) | 2 374 | 26 | 310 | 8.22 | 49 | 9.84 | |
| Total cash flow hedges | 2 374 | 26 | 310 | 49 | |||
| Forward exchange contracts, fair value | |||||||
| hedges2) | 7 868 | (413) | 558 | 7.59 | 290 | 9.56 | |
| Loan protection, fair value hedges2) 3) | 527 | 11 | 72 | 8.32 | 4 | 9.91 | |
| Total fair value hedges | 8 395 | (402) | 630 | 294 | |||
| Total | 10 769 | (376) | 940 | 343 |
1) Fair value is the difference between the spot rate at 31 December and the agreed rate on the forward exchange contracts.
2) Values in the table linked to the value based on the agreed rates and fair value also include currencies other than USD, EUR and GBP.
3) Loan hedges are currency hedges connected to loans in foreign currency.
4) The purchase of Rolls-Royce Commercial Marine (MGBP 500) is secured through a "Deal Contingency Forward" (conditional currency hedging without risk for KONGSBERG).
| Directors' Report 2018 | KONGSBERG Financial Statements and Notes |
Governance Statement from the Board |
Financial Statements Auditor's Report |
|
|---|---|---|---|---|
| 01 Year 2018 | 02 About | 03 Sustainability | 04 Corporate | 05 Directors' Report and |
At 31 December, the company had the following net sale foreign currency hedges, divided by hedge category:
| Nominal | Due date | ||
|---|---|---|---|
| foreign currency | Due date | 2020 | |
| Amounts in mill. | amount | 2019 | and later |
| Hedge category | |||
| Forward exchange contracts, cash flow hedging | |||
| USD | 234 | 219 | 15 |
| EUR | (60) | (60) | - |
| GBP | (502) | (502) | - |
| Forward exchange contracts, fair value hedges | |||
| USD | 565 | 462 | 103 |
| EUR | 306 | 194 | 112 |
| GBP | 43 | 42 | 1 |
Ineffective hedges may occur when payments come in earlier than planned, or when purchases are paid for earlier than planned. These should be captured through normal operating routines, and opposite foreign exchange transactions must be carried out to reduce the currency risk.
The effectiveness of established hedges is tested monthly through the checking of payments made and received in currency against hedging maturities, as well as assessments relating to hedging relationships.
On 31 December, the Group had recognised the following amount as hedge-effective through profit and loss, divided by hedge category:
| Amounts in mill. | 2018 | 2017 |
|---|---|---|
| Hedge category | ||
| Forward exchange contracts, cash flow | ||
| hedges1) | - | 237 |
| Forward contracts, fair value hedges2) 3) | 14 | - |
| Total | 14 | 237 |
1) Change in fair value connected to the effective cash flow hedges are recognised in other comprehensive income. The part that is not hedge-effective will be recognised in the income statement.
2) The total value increase on hedged projects was MNOK 29 during 2018 (MNOK 419 in 2017). Derivatives used as project hedges have a 100 per cent hedging efficiency corresponding to negative value during the year. Change of value is recognised in accounts receivable and construction contracts in progress (assets and liabilities).
3) Recorded hedged ineffectiveness recognised on fair value hedges in 2018 of MNOK 14 (MNOK 0 in 2017) is due to the fact that the cash flows for the hedged item came in earlier than the settlement of the hedging instrument, and the sum consists entirely of interest discrepancies.
At 31 December 2018, KONGSBERG had no currency options.
In connection with the acquisition of shares in Patria Oyj at a cost price of MEUR 284.9, basis swaps were entered into totalling MEUR 130 to ensure a net investment in foreign entities. These basis swaps have a fair value of MNOK -86.4 at 31 December 2018 (MNOK -64.4 at 31 December 2017). Changes in fair value on the basis of swaps is recognised in comprehensive income.
Fair value for forward rates is, in addition to the exchange rate on 31 December, influenced by the differences in interest rates in the relevant currencies. The interest rate curves that are used in the valuation are received from Reuters, which retrieves information from various market actors. Also refer to Note 4 "Fair value" and Note 20 G "Assessment of fair value".
A strengthening of the NOK against the USD and EUR as of 31 December 2018 of 10 per cent (also 10 per cent in 2017) would have increased the comprehensive income by the amount stated in the table.
Estimated effect on comprehensive income (after tax):
| MNOK | 31 Dec 18 | 31 Dec 17 |
|---|---|---|
| Forward exchange contracts in USD | 158 | 196 |
| Forward exchange contracts in EUR | (47) | 37 |
| Forward exchange contracts in GBP | (432) | - |
| Total | (321) | 233 |
Cash flow hedging is considered to be efficient and all the effects of a currency rate change will thus be recognised in comprehensive income. For fair value hedges, neither comprehensive income nor the annual results will be affected as long as the hedges are 100 per cent efficient.
When KONGSBERG has a hedging strategy that generally hedges all contractual currency flows and receivables in foreign currency, fluctuations in the exchange rate will have minor effect on the profitability of the contracts.
| Directors' Report 2018 | Financial Statements and Notes | Statement from the Board | Auditor's Report | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| -- | ------------------------ | -- | -------------------------------- | -- | -- | -------------------------- | -- | -- | -- | ------------------ | -- | -- |
List of the periods in which the cash flows related to derivatives that are cash flow hedges are expected to occur:
| 31 Dec 18 | 31 Dec 17 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Expected | Expected | ||||||||
| Carrying | cash | 2020 | Carrying | cash | 2019 | ||||
| MNOK | amount | flow | 2019 | and later | amount | flow | 2018 | and later | |
| Currency forward exchange contracts |
|||||||||
| Assets | 117 | 118 | 101 | 17 | 43 | 43 | 43 | - | |
| Liabilities | (50) | (51) | (25) | (26) | (17) | (17) | (17) | - | |
| Interest rate swaps | |||||||||
| Liabilities | - | - | - | - | (1) | (1) | (1) | - | |
| Total | 67 | 67 | 76 | (9) | 25 | 25 | 25 | - |
List of the periods in which the cash flows related to derivatives that are cash flow hedges are expected to affect results:
| 31 Dec 18 | 31 Dec 17 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Expected | Expected | ||||||||
| Carrying | cash | 2020 | Carrying | cash | 2019 | ||||
| MNOK | amount | flow | 2019 | and later | amount | flow | 2018 | and later | |
| Currency forward exchange contracts |
|||||||||
| Assets | 117 | 118 | 71 | 47 | 43 | 43 | 26 | 17 | |
| Liabilities | (50) | (51) | (31) | (21) | (17) | (17) | (10) | (7) | |
| Interest rate swaps | |||||||||
| Liabilities | (1) | (1) | (1) | - | |||||
| Total | 67 | 67 | 40 | 27 | 25 | 25 | 15 | 10 | |
| MNOK | 2018 | 2017 |
|---|---|---|
| Opening balance | (124) | (509) |
| Changes in fair value in the period | ||
| Forward exchange contracts and rolling effects 1) 2) | 18 | 102 |
| Interest rate swaps and basis swaps | (21) | (89) |
| Tax on items recognised directly in comprehensive income | (16) | (124) |
| Recognised gains/losses in the period | ||
| Forward exchange contracts and effects of rollovers1) | 68 | 496 |
| Closing balance hedge reserve 2) | (75) | (124) |
1) Accrual occurs when cash flow hedges are realised new and forward exchange contracts, fair value hedges, are entered into for the projects (rollovers). The effect on results that occurs will be recognised and realised in line with the progress of the projects. The capitalised value associated with the rolled cash flow hedges amounts to MNOK 76 at 31 December 2018 (MNOK 122 at 31 December 2017).
2) The net effect from the cash flow hedges before tax that are recognised in comprehensive income amounts to MNOK 65 in 2018 (MNOK 509 in 2017). In the comprehensive income, there is a change of MNOK 86, and the deviation of MNOK -21 is due to a change in the fair value of interest rate swaps of MNOK 1 and basis swaps of MNOK -22.
If an expected project is contracted and a fair value hedge is established, the hedge reserve is recognised as transferred from comprehensive income to the capitalised value of the hedged project. If an expected cash flow occurs and does not result in a project hedge, the hedge reserve is recognised in the income statement at the same time as the hedged transactions.
In 2018, no effects were recognised related to inefficient cash flow hedges in the ordinary results (MNOK -237 in 2017). Hedge inefficiency on cash flow hedges is also included in the record "recognised gains/losses in the period" in the table above.
| 2018 | 2017 | ||||
|---|---|---|---|---|---|
| Nominal | Carrying | Nominal | Carrying | ||
| Amounts in MNOK | Due date | interest rate | value1) | interest rate | value1) |
| Bond loan KOG07 - fixed interest | 11 Sep 19 | 4.80% | - | 4.80% | 250 |
| Bond loan KOG08 - floating interest | 2 Jun 21 | 2.45% | 1 000 | 2.02% | 1 000 |
| Bond loan KOG09 - fixed interest | 2 Jun 26 | 3.20% | 1 000 | 3.20% | 1 000 |
| Bond loan KOG10 - floating interest | 5 Mar 20 | 2.12% | 550 | 1.66% | 550 |
| Bond loan KOG11 - fixed interest | 5 Dec 23 | 2.90% | 450 | 2.90% | 450 |
| Bond loan KOG12 - floating interest | 6 Dec 21 | 2.13% | 500 | 0 | |
| Bond loan KOG13 - floating interest | 6 Dec 24 | 2.45% | 500 | 0 | |
| Other long-term loans2) | 20 | 80 | |||
| Interest rate swaps | 10 | ||||
| Total long-term loans | 4 020 | 3 340 | |||
| Short-term loans | |||||
| Bond loan KOG07 - fixed interest3) | 11 Sep 19 | 4.80% | 250 | - | |
| Other short-term loans and interest rate swap agreements | 62 | - | |||
| 312 | - | ||||
| Total interest-bearing loans | 4 332 | 3 340 | |||
| Nominal | Nominal | ||||
| Amounts in MNOK | Due date | amount | amount |
Syndicated credit facility (undrawn borrowing limit) 15 Mar 23 2 300 2 300 Overdraft (unused) 500 500
1) For short-term and long-term loans, the carrying amount is equal to the nominal value. 2) "Other long-term loans" are minor borrowing by some of the Group's subsidiaries in local banks.
3) Bond loan KOG07, with a face value of MNOK 250, maturing on 11 September 2019 and associated interest rate swaps (to a value of MNOK 4) were reclassified as
short-term debt as of 30 September 2018.
Kongsberg Gruppen ASA has a syndicated credit facility with Danske Bank, DNB, JP Morgan Chase, Nordea and SEB. The facility is for general business purposes. The facility has a term of five years with an option to extend for one year, twice. The interest rate is NIBOR + a margin that depends on the ratio between net interest-bearing loans/EBITDA and can vary from 0.55 per cent to 2 per cent. The credit facilities require that net interest-bearing debt shall not exceed four times the EBITDA, but can be up to 4.5 times the figure for three consecutive quarters at the most. The covenants in the loan agreements have been met. There was no borrowings on the facility as of 31 December 2018. Please refer to Note 5 for further information.
Kongsberg Gruppen ASA had seven bond loans at the end of 2018. The bond loans were issued in NOK and listed on the Oslo Stock Exchange. The interest rate terms on loans with floating rates are 3-month NIBOR with a margin of + 1.25 per cent for KOG08, + 0.9 per cent for KOG10, + 0.88 per cent for KOG12 and + 1.20 per cent for KOG13. The fixed interest rate is 4.8 per cent for KOG07, 3.20 per cent for KOG09 and 2.9 per cent for KOG11. KOG07 matures in Q3 2019.
A new cash credit of MNOK 500 was established. As of 31 December 2018, this remains undrawn.
| Nominal | Nominal | |||||
|---|---|---|---|---|---|---|
| Interest | amount | Fair value | amount | Fair value | ||
| Amounts in MNOK | Due date | rate | 2018 | 31 Dec 18 | 2017 | 31 Dec 17 |
| Interest rate swap agreement, floating to fixed rate1) | 2 Jan 18 | 2.47% | - | - | 247 | (1) |
| Interest rate swap agreements, fixed to floating rate2) | 11 Sep 19 | 4.80% | 250 | 5 | 250 | 10 |
| Total interest rate swap agreements | 250 | 5 | 497 | 9 |
1) Interest rate swap agreement from floating to fixed rate with a nominal amount of MNOK 247 matured on 2 January 2018. As of 31 December 2018, the book and fair value are 0.
2) KONGSBERG has entered into two interest rate swaps from fixed to floating interest rates for a nominal amount each of MNOK 125. The agreements were entered into in connection with the bond loan KOG07, which is a fixed rate loan. The value change for the interest rate swap agreements is adjusted against the capitalised value of the loan.
Simulated effect on net income of the interest rate increase of 50 BP in NIBOR:
| MNOK | 31 Dec 18 | 31 Dec 17 |
|---|---|---|
| Investments with floating interest rates | 50 | 15 |
| Variable interest rate loans | (13) | (8) |
| Cash flow sensitivity (net) | 37 | 7 |
In addition, such a change in interest rate would increase comprehensive income and equity by MNOK 1 (MNOK 2 in 2017) linked to the interest rate swaps from fixed to floating interest rates.
The table shows due dates in accordance with the contract for the financial liabilities, including interest payments. Such liabilities as government fees and taxes are not financial liabilities and are therefore not included. The same applies to prepayments by customers and accrual of the projects.
| 31 Dec 18 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Contractual | ||||||||
| related | ||||||||
| Carrying | cash | 2023 | ||||||
| MNOK | amount | flows | 2019 | 2020 | 2021 | 2022 | and later | |
| Financial liabilities that are not derivatives | ||||||||
| Unhedged bond loans | 4 250 | (4 718) | (356) | (640) | (1 576) | (57) | (2 089) | |
| Other loans and long-term liabilities | 20 | (20) | - | - | - | - | (20) | |
| Accounts payable | 927 | (927) | (927) | - | - | - | - | |
| Financial liabilities that are derivatives | ||||||||
| Currency derivatives | 492 | (570) | (440) | (84) | (30) | (7) | (9) | |
| Basis swaps | 86 | (86) | - | - | (86) | - | - | |
| Loan hedges | 1 | (1) | (1) | - | - | - | - | |
| Total | 5 776 | (6 322) | (1 724) | (724) | (1 692) | (64) | (2 118) |
| 31 Dec 17 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Contractual | |||||||||
| related | |||||||||
| Carrying | cash | 2022 | |||||||
| MNOK | amount | flows | 2018 | 2019 | 2020 | 2021 | and later | ||
| Financial liabilities that are not derivatives | |||||||||
| Unhedged bond loans | 3 250 | (3 871) | (86) | (342) | (667) | (1 094) | (1 682) | ||
| Other loans and long-term liabilities | 80 | (80) | (5) | - | - | - | (75) | ||
| Accounts payable | 937 | (937) | (937) | - | - | - | - | ||
| Financial liabilities that are derivatives | |||||||||
| Currency derivatives | 580 | (589) | (431) | (146) | (11) | (1) | - | ||
| Interest rate swaps | 1 | (1) | (1) | - | - | - | - | ||
| Basis swaps | 64 | (64) | - | (64) | - | - | - | ||
| Total | 4 912 | (5 542) | (1 460) | (552) | (678) | (1 095) | (1 757) |
| Directors' Report 2018 | Financial Statements and Notes | Statement from the Board | Auditor's Report | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ------------------------ | -- | -- | -------------------------------- | -- | -- | -------------------------- | -- | -- | -- | ------------------ | -- | -- |
Financial assets and liabilities divided into different categories for accounting purposes at 31 December 2018:
| 2018 | |||||||
|---|---|---|---|---|---|---|---|
| Fair | Fair | ||||||
| value through | value with | ||||||
| compre | change in | ||||||
| Amortised | hensive | value through | Fair | ||||
| MNOK | Note | cost | income | income | Total | value | |
| Assets – non-current assets | |||||||
| Other non-current assets | 18 | 162 | - | 26 | 188 | 188 | |
| Assets – current assets | |||||||
| Derivatives | 20A | - | 182 | - | 182 | 182 | |
| Receivables | 19 | 3 262 | - | - | 3 262 | 3 262 | |
| Customer contracts in progress | 7 | 2 653 | - | - | 2 653 | 2 653 | |
| Cash and cash equivalents | 21 | 10 038 | - | - | 10 038 | 10 038 | |
| Financial liabilities – non-current | |||||||
| Interest-bearing loans | 20D | 4 020 | - | - | 4 020 | 4 080 | |
| Other non-current liabilities | 11 | - | - | 11 | 11 | ||
| Financial liabilities – current | |||||||
| Interest-bearing loans | 20D | 307 | - | 5 | 312 | 316 | |
| Derivatives | 20A | - | 580 | - | 580 | 580 | |
| Accounts payable | 24 | 927 | - | - | 927 | 927 |
| 2017 | ||||||
|---|---|---|---|---|---|---|
| Fair | Fair | |||||
| value through | value with | |||||
| compre | change in | |||||
| Amortised | hensive | value through | Fair | |||
| MNOK | Note | cost | income | income | Total | value |
| Assets – non-current assets | ||||||
| Other non-current assets | 18 | 175 | - | 29 | 204 | 204 |
| Assets – current assets | ||||||
| Derivatives | 20A | - | 213 | - | 213 | 213 |
| Receivables1) | 19 | 3 113 | - | - | 3 113 | 3 113 |
| Customer contracts in progress | 7 | 2 819 | - | - | 2 819 | 2 819 |
| Cash and cash equivalents | 21 | 2 956 | - | - | 2 956 | 2 956 |
| Financial liabilities – non-current | ||||||
| Interest-bearing loans | 20D | 3 330 | - | - | 3 330 | 3 460 |
| Derivatives | 20D | - | - | 10 | 10 | 10 |
| Other non-current liabilities | 20 | - | - | 20 | 20 | |
| Financial liabilities – current | ||||||
| Interest-bearing loans | - | - | - | - | - | |
| Derivatives | 20A | - | 645 | - | 645 | 645 |
| Accounts payable | 24 | 947 | - | - | 947 | 947 |
1) The change in carrying amount value is a result of reclassifications described in Note 3 T) "Standards in IFRS that were implemented with effect from 1 January 2018", IFRS 15 Revenue from contracts with customers.
The following table shows corporate assets and liabilities measured at fair value
| 2018 | 2017 | ||||||
|---|---|---|---|---|---|---|---|
| MNOK | Note | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 |
| Assets | |||||||
| Shares at fair value through profit and loss | - | - | 26 | - | - | 29 | |
| Derivatives | 20A | - | 182 | - | - | 213 | - |
| Total assets at fair value | - | 182 | 26 | - | 213 | 29 | |
| Liabilities | |||||||
| Derivatives | 20A | - | 580 | - | - | 645 | - |
| Interest-bearing liabilities (intended for note purposes) | - | 4 396 | - | - | 3 460 | - | |
| Total liabilities at fair value | - | 4 976 | - | - | 4 105 | - |
The various levels are defined as follows:
Level 1: Fair value is measured by using quoted prices from active markets for identical financial instruments. No adjustment is made with respect to these prices.
Level 2: Fair value is measured based on data other than the list prices covered by level 1, but which is based on observable market data either directly or indirectly. These methods have some uncertainty in the determination of fair value.
Level 3: Fair value is measured using models that substantially employ non-observable market data. This involves more uncertainty connected to the determination of fair value.
See also Note 4 "Fair value" for a discussion of the fair value measurement.
KONGSBERG has a range of financial instruments that are recognised at fair value. When market prices cannot be observed directly through the traded prices, fair value is estimated by using different models that either build on internal estimates or input from banks or other market players. The assumptions for such assessments include spot prices, forward prices and interest curves.
The assessments are always based on KONGSBERG's best estimates, but it is still likely that the observable market information and assumptions will change over time. Such changes can affect the calculated values of financial instruments considerably, and thereby result in gains and losses that will affect future periods' income statements. How such changes affect the income statement depends on the type of instrument and whether it is included in a hedging relation.
| Nominal amounts in MNOK | 31 Dec 18 | 31 Dec 17 |
|---|---|---|
| Bank deposits | 10 038 | 2 956 |
| Total | 10 038 | 2 956 |
Bank guarantees have been furnished for funds related to withholding tax for employees of MNOK 273 (MNOK 274 in 2017).
The Group's liquidity management is handled by the Group's corporate treasury unit.
At 31 December 2018, share capital consists of 179,990,065 shares, each with a nominal value of NOK 1.25.
| Number of | Nominal amount | Amount | Corr. | Shares capital | ||
|---|---|---|---|---|---|---|
| Date | shares | MNOK | MNOK | factor | MNOK | |
| Expansion type | ||||||
| Stock exchange introduction | 13 Dec 1993 | 5 850 000 | 20 | 117 | 117 | |
| Private placement for employees | 1996 | 6 000 000 | 20 | 3 | 120 | |
| Share split | 1997 | 24 000 000 | 5 | 01:04 | 120 | |
| Issue | 1999 | 30 000 000 | 5 | 30 | 150 | |
| Share split | 2009 | 120 000 000 | 1.25 | 01:04 | 150 | |
| Preferential share issue 1) | 2018 | 179 990 065 | 1.25 | 75 | 225 | |
1) In 2018, the equity book ratio has increased by MNOK 5,261, MNOK 4,951 of which was obtained through the rights issue in November 2018 (net after issue costs). The issue was completed and new share capital was registered on 28 November 2018. The issue generated an increase in the number of shares amounting to 59,990,065 (from 120,000,000 to 179,990,065). In calculating the earnings per share, the average shares outstanding were used as a basis for the quarter and for the year as a whole.
| Shareholders | Type Number of shares | % share |
|---|---|---|
| Ministry of Trade, Industry and Fisheries | 90 002 400 | 50.00% |
| National Insurance Fund | 11 991 628 | 6.66% |
| MP Pensjon PK | 5 291 748 | 2.94% |
| Must Invest AS | 4 333 186 | 2.41% |
| State Street Bank and Trust Comp | Nom 4 102 217 |
2.28% |
| Danske Invest Norske Instit. II. | 2 834 136 | 1.57% |
| Odin Norge | 2 572 872 | 1.43% |
| Vicama AS | 2 543 018 | 1.41% |
| Snefonn AS | 2 375 534 | 1.32% |
| Nordea Nordic Small Cap Fund | 2 357 230 | 1.31% |
| Arctic Funds Plc | 1 839 245 | 1.02% |
| Danske Invest Norske Aksjer Inst. | 1 510 217 | 0.84% |
| JP Morgan Chase Bank, N.A., London | Nom 1 445 746 |
0.80% |
| State Street Bank and Trust Comp | Nom 1 437 340 |
0.80% |
| The Northern Trust Comp, London Br | Nom 1 248 213 |
0.69% |
| JP Morgan Chase Bank, N.A., London | Nom 1 200 746 |
0.67% |
| Havfonn AS | 1 165 835 | 0.65% |
| State Street Bank and Trust Comp | Nom 1 012 813 |
0.56% |
| Morgan Stanley & Co. Int. Plc. | Nom 893 336 |
0.50% |
| LF Miton Europ Opportunities Fund | 873 860 | 0.49% |
| Total | 141 031 320 | 78.36% |
| Other | 38 958 745 | 21.64% |
| Total number of shares | 179 990 065 | 100.00% |
| Shareholding interval | Number of owners |
Number of shares |
Holding % |
|---|---|---|---|
| 1–1,000 | 8 516 | 2 282 691 | 1.27% |
| 1,001-10,000 | 2 709 | 7 819 992 | 4.34% |
| 10,001-100,000 | 279 | 8 708 924 | 4.84% |
| 100,001–1,000,000 | 72 | 21 914 334 | 12.18% |
| 1,000,001–10,000,000 | 16 | 37 270 096 | 20.71% |
| Over 10,000,000 | 2 | 101 994 028 | 56.67% |
| Total | 11 594 | 179 990 065 | 100.00% |
Of the 11,594 shareholders at 31 December 2018, 902 were foreign, with a total holding of 17.37 per cent
At 31 December 2018, KONGSBERG has a holding of 19,869 treasury shares. The shares have been purchased in accordance with the authority given at the annual general meeting and provides the opportunity to buy back of up to 5 per cent of the issued shares.
| Number of | |
|---|---|
| Holding of treasury shares as of 31 Dec 17 | 8 961 |
| Purchase of treasury shares | 468 603 |
| Treasury shares sold to employees in connection | |
| with the share programme | (446 868) |
| Treasury shares sold to employees in connection | |
| with the long-term incentive scheme | (10 827) |
| Holding of treasury shares at 31 Dec 18 | 19 869 |
| 2018 | 2017 | |
|---|---|---|
| Dividends paid in NOK per share | 3.75 | 3.75 |
| Dividends paid in MNOK | 450 | 450 |
| Of which dividends treasury shares | ||
| in MNOK | 1.75 | 1.79 |
The Board has proposed a dividend for the accounting year 2018 of NOK 2.50 per share. This gives a total of MNOK 450.
| Sales and | |||
|---|---|---|---|
| MNOK | leaseback | Other | Total |
| 31 Dec 17 | 129 | 11 | 140 |
| Provisions used | (9) | (1) | (10) |
| Allocation | 13 | 1 | 14 |
| Dissolved | (13) | (3) | (16) |
| 31 Dec 18 | 120 | 8 | 128 |
KONGSBERG has in the period from 1999 to 2014 sold properties in the Kongsberg Technology Park. The properties have been leased back on long-term lease and expire from 2017 to 2031. The leaseback contract related to the purchase in 1999 expired in 2014. In connection with the sale and leaseback it was agreed that KONGSBERG guarantees for entry costs and for the maintenance of the buildings in the leaseback period. The current value of future warranty liability is allocated in the accounts. In addition, provision has been made for lack of rental. The remaining provision requirement will need to be assessed each quarter. The effects of discounting cost are transferred as financial expenses.
| Directors' Report 2018 | Financial Statements and Notes | Statement from the Board | Auditor's Report | ||
|---|---|---|---|---|---|
| 01 Year 2018 | 02 About KONGSBERG |
03 Sustainability | 04 Corporate Governance |
05 Directors' Report and | Financial Statements |
| MNOK | Warranty | Other | Total |
|---|---|---|---|
| 31 Dec 17 | 348 | 195 | 543 |
| Reclassified from customer | |||
| contracts | 62 | - | 62 |
| Provisions used | (136) | (78) | (214) |
| Allocation | 163 | 26 | 189 |
| Dissolved | (24) | (41) | (65) |
| 31 Dec 18 | 413 | 102 | 515 |
Provisions are recognised when the Group has an obligation as a result of a past event, and when it is probable that there will be a financial settlement as a result of this obligation and the amount can be reliably measured.
Provisions apply to conditions where there is disagreement between contractual parties, uncertainty related to product liability or products that are in an early lifecycle phase.
Assessments are based on a combination of experience figures, technical evaluations and judgement. Evaluations of the estimates are made each quarter. There is significant uncertainty related to these provisions with respect to amounts and times.
Warranty provisions are provisions for warranty costs on completed deliveries. Unused warranty provisions are dissolved upon the expiration of the warranty period. Warranty provisions are estimated based on a combination of experience figures, specific calculations and judgement. The warranty period usually extends from one to five years, but for some defence contracts the warranty period may be up to 30 years.
| MNOK | 31 Dec 18 | 31 Dec 171) | |||
|---|---|---|---|---|---|
| Accounts payable | 927 | 947 | |||
| Public charges owing | 314 | 313 | |||
| Calculated income tax payable | 19 | 20 | |||
| Accrued holiday pay | 410 | 395 | |||
| Other accruals | 808 | 745 | |||
| Total | 2 478 | 2 420 |
1) The change in carrying amount value is a result of reclassifications described in Note 3 T) "Standards in IFRS that were implemented with effect from 1 January 2018", IFRS 15 Revenue from contracts with customers.
The Group's loan agreements, both bond loan agreements and the agreement on the syndicated credit facilities, are based on the negative collateral.
Group companies have provided guarantees for prepayments and completion in connection with projects. The guarantees are issued by Norwegian and foreign banks and insurance companies and by Kongsberg Gruppen ASA (parent company guarantees). Kongsberg Gruppen ASA is responsible for all guarantees.
| 01 Year 2018 | 02 About KONGSBERG |
03 Sustainability | 04 Corporate Governance |
05 Directors' Report and Financial Statements |
|---|---|---|---|---|
| MNOK | 31 Dec 18 | 31 Dec 17 | ||
|---|---|---|---|---|
| Guarantees issued by banks and insurance companies | 2 472 | 2 308 | ||
| Guarantees issued by Kongsberg Gruppen ASA (parent company) | 5 054 | 5 331 | ||
| Prepayments from and completion guarantees to customers 7 526 |
Kongsberg Gruppen ASA has non-committed framework agreements for guarantees with banks and insurance companies.
KONGSBERG has in the period from 1999 to 2014 sold properties in the Kongsberg Technology Park. The properties have been leased back on long-term lease and expire from 2017 to 2031. The leaseback contracts are classified as operating leasing agreements.
In addition to lease payments, KONGSBERG is responsible for certain expenses related to taxes and maintenance of the properties. The leases have durations ranging from three months to 12 years. The provisions related to the sales and leaseback agreements are discussed in Note 23 "Provisions".
| Lease | Lease | Lease | Re | Lease | Weighted | ||
|---|---|---|---|---|---|---|---|
| payments | payments | payments | maining | payments | average | ||
| Year of | payments | 2020 | later than | period | sublease | subleasing | |
| Amounts in MNOK | disposal | 2019 | –2024 | 2024 | payments | 20191) | period |
| Agreement 1 – A total of 10,000 sq m industrial/ | |||||||
| office space | 2006 | 19 | 32 | - | 2.7 years | 21 | 2.7 years |
| Agreement 2 – A total of 40,200 sq m industrial/ | |||||||
| office space | 2007 | 65 | 341 | - | 6 years | - | 6 years |
| Agreement 4 – A total of 57,000 sq m parking/office | 2014 | 33 | 177 | 223 | 12 years | 12 | 12 years |
| Total | 117 | 550 | 223 | 33 |
1) Lease amount to external tenants.
KONGSBERG has pre-emptive rights at market rates for agreements 1 and 2. The Group has the right to the extension of the rental periods for at least five years at a time. Agreements 1, 2 and 3 are adjusted by 100 per cent of the change in the consumer price index, which is assumed to be equal to 2 per cent annually. The rent is adjusted annually according to the consumer price index.
Agreement 3 consists of the leasing of three buildings, of which two are parking garages, and the rental amounts are adjusted annually according to the consumer price index. The Group has the right to the extension of the rental periods for at least five years at a time at the existing conditions.
The Board proposes that the guidelines described below are applied for 2019 and until the Annual General Meeting in 2020.
The principles and systems for remuneration of executive management are determined by the Board. The Board performs an annual evaluation of the CEO's salary and conditions, as well as the Group's performance-based pay scheme for management. The Board's compensation committee prepares the cases for the Board. The CEO sets remuneration for other members of executive management after consultation with the chairman of the Board.
Management salaries at Kongsberg Gruppen ASA and Group companies ("KONGSBERG") are determined by the following principles:
Remuneration to Group executive management should reflect their responsibility for administration, results and sustainable development of KONGSBERG, and take into account the size of the organisation and its complexity. The schemes should otherwise be transparent and in line with principles that promote good corporate governance.
Other companies in the Group must follow the main executive management salary policy principles. The company's objective is to coordinate salary policy within the Group as well as variable benefit schemes.
The starting point for determination of salary is the total level of fixed salary and variable benefits. Fixed salary consists of the basic salary as well as fixed benefits in kind and pension agreements. Variable benefits consist of the performance-based salary and share programmes (LTI). Regular measurement is made against relevant markets to ensure that the total compensation is competitive, but not leading.
The basic salary should normally be the main element of the executive managements' payroll. It is assessed once per year.
Leading employees will normally be assigned benefits in kind that are common for comparable positions, such as free communication, newspapers, and car arrangements. There are no particular restrictions on the kind of benefits in kind that can be agreed.
Executive management should normally have pension schemes that ensure a pension payout that is in line with salaries. This is mainly covered by membership of KONGSBERG's collective main pension scheme for salaries up to 12G.
The Group's collective main pension scheme is a defined contribution scheme. The contributions are 0 per cent of salary between 0G and 1G, 5 per cent of salary from 1G to 7.1G and 11 per cent of salary from 7.1G to 12G. The funds can be distributed optionally between three savings profiles, respectively with 30, 50 and 80 per cent shares. The Group introduced a defined contribution pension scheme on 1 January 2008. Employees who were 52 years of age or older at the time of the conversion remained in a locked benefit scheme. Work on assessing the contribution rates in light of market developments for defined contribution pensions started in 2018 and will continue in 2019.
KONGSBERG will not enter into early retirement agreements for senior executives, but senior executives who had such arrangements prior to 1 October 2015 will have them continued.
The company has previously entered into early retirement agreements for some of its executives. The agreements have always been entered into in accordance with the current ownership reports from the state. There are currently various different schemes, depending on when they were signed. Some agreements include the opportunity for retirement from the age of 65, but with the reciprocal right for KONGSBERG and employees in the corporate executive management to request early retirement from the age of 63. Benefits are equal to 65 per cent of the annual wage, based on a minimum of 15 contribution years. If the employee retires between the ages of 63 and 65, however, this will lead to reduced pension earnings in the defined contribution pension scheme, that will apply from the age of 67 years. These agreements were terminated for newsenior executives in 2013 and now apply to two members of the corporate executive management, including the Chief Executive Officer. One of the corporate executive management members has an older agreement, active from the age of 60. Assuming at least a 10-year earning period, the benefit is 90 per cent of salary from the age of 60, reducing in 10 per cent steps per year to 60 per cent of salary from the ages of 63 to 67. Similarly, a group executive vice president has an agreement to retire at the age of 62. Assuming at least a 15-years earning period, the benefit is 65 per cent of salary up to the age of 67.These older schemes were discontinued in 2006 and 2008, respectively. One of the corporate executive management members has, for the part of their salary that exceeds 12G, an extra contribution of 12 per cent of their salary. This scheme was discontinued for new senior executives in 2015.
A member of the corporate executive management took office in March 2018 who was previously employed by the Group. The appointee has a maximum pensionable income of 12G and has no agreement on early retirement and is compensated by a higher fixed salary.
From 2012, the Board introduced an LTI scheme for the Chief Executive Officer and other corporate executive management. From 2018, the LTI scheme was further expanded to include management groups in the business areas, as well as key positions. The rationale for this scheme is to be competitive with comparable companies and also to create long-term incentives for KONGSBERG managers. The LTI program amounts to a maximum of 30 per cent of the fixed salary for the CEO and 25 per cent for other members of the executive management, 15 per cent for management groups in the business areas and 10 per cent for key positions. The new criteria for obtaining LTI specify that an EBIT greater than 0 qualifies for 1/3 of the maximum allocation, ROACE equal to WACC (8 per cent) provides an additional 1/3 of the maximum allocation and ROACE between 8 per cent and 12 per cent provides a pro rata contribution to the last 1/3 of the total allocation. The associated company Patria Oyj is included with earnings before taxes and amortisation. The participants in the scheme will be committed to invest the net amount after tax in KONGSBERG shares that are purchased in the market and are owned with a binding time of three years. Participants who leave the company of their own volition will, for shares that do not meet the three-year requirement, have to pay back an amount equal to the share value after tax at the time of resignation. The scheme does not earn pension points. The scheme will be continued in 2019.
KONGSBERG's senior management and most important decision makers must have their own economic interests directly related to the development and improvement of KONGSBERG. To this end, in 2006. the Board adopted a performance-based salary scheme that includes approximately. 90 managers. The scheme was adjusted somewhat in 2018 so that EBIT is now measured against the previous EBITA. The objective of the scheme is for managers who perform well over time to achieve an average performance-based salary of 20-30 per cent of base salary.
The performance-based salary scheme is based on three components:
The margin and progress components can, at most, make up 35 per cent (45 per cent for senior employees before 13 February 2015). The margin component will reduce the progress component when the sum of these two is higher than the maximum amount. The combined contribution from the three components can, at most, make up 50 per cent of the base salary (60 per cent for senior employees who joined before 13 February 2015).
The performance-related pay disbursed to the individual consists of 40 per cent of the balance in the performance-related pay account plus the margin component and individual component for the year. Performance-based salaries must not exceed 50 per cent of the basic salary.
The balance in the performance-based salary bank will not be paid out if the individual leaves before pensionable age. The performance-based salary bank will level out over time, act as a long-term incentive and ensure that there will be both positives and negatives for individuals.
Pension points cannot be earned on the performance-based salary scheme. The performance-based salary scheme is assessed annually by the Compensation Committee and the Board to ensure that it works as intended and ensure that necessary adjustments are made.
Upon completion of special major projects, demanding turnaround operations and acquisitions that require a short-term decline in profits as well as larger strategic investments, individual agreements can be entered into with the Chief Executive Officer. In such cases the ordinary scheme for performance-related pay would be removed and replaced by a separate agreement capped at 35 per cent of the base salary.
Remuneration connected to shares or share price development Senior executives have the opportunity to participate fully in KONGSBERG's discounted share saving scheme on the same terms as all Group employees. KONGSBERG has no scheme for allocation of
share options or other instruments connected to the company's shares. There are no plans to introduce such schemes.
In order to safeguard KONGSBERG's requirement for ensuring at any time that the composition of its managers is in accordance with its business needs, agreements for severance arrangements can be, and have been entered into. Severance arrangements are designed to be acceptable both internally and externally, and agreements signed from 2011 are not entitled to severance payments whose value exceeds the equivalent of salary and benefits for more than six months. This scheme will continue in 2019. Such agreements have been entered into for directors in corporate executive management within the framework of the Working Environment Act.
The current Chief Executive Officer took over the position on 6 June 2016. The Chief Executive Officer's remuneration consists of a fixed salary of NOK 5,137,944, a performance-based component of the salary of a maximum of 50 per cent of the fixed salary and an LTI of up to 30 per cent of the fixed salary. In a previous position, the Chief Executive Officer had an agreement on pension-earned benefits of 18 per cent for salary exceeding 12G and early retirement at 65 per cent of the fixed salary from the age of 63–65 years until the standard retirement age of 67. The schemes have been continued with a maximum pensionable income / basis for early retirement equal to pay from the previous position, at NOK 2,424,200. The pension base is adjusted annually with the same percentage increase as the last increase in benefits paid out by the national insurance service (basic amount from the national insurance service minus 0.75 per cent).
The executive management salary policy has for the 2018 financial year, been conducted in accordance with the guidelines that were adopted by KONGSBERG's annual general meeting in 2018.
After the ordinary wage settlement on 1 July 2018, the CEO's base salary has been adjusted by 2.8 per cent to NOK 5,137,944 per year (2 per cent in 2017). For the other members of corporate executive management, the basic salary was adjusted upwards by an average of 2.8 per cent on 1 July 2018 (1.6 per cent in 2017). In addition, there is the performance-based part of the salary, as described above and as shown in note 28.
The consolidated financial statements for 2018 have calculated performance-based salaries for leading employees at MNOK 38.8, excluding social security tax, corresponding to 31 per cent of the total payroll for participants in the scheme (MNOK 37 in 2017, corresponding to 24 per cent). No agreements regarding remuneration were entered into or changed that would have any significant effects for KONGSBERG or its shareholders in the previous accounting year.
| Retained | Shares | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| perfor | Payment | acquired in | Total | |||||||
| Other | Retained | mance | of | financial | number | |||||
| Payment | benefits | long-term | based part | long-term | Out | related | shares | |||
| of salary | recognised | incentive | of salary | This year's | incentive | standing | to LTI | including | ||
| incl. holiday | in financial | scheme | financial | pension | scheme | total, | arrange | LTI as of | ||
| Amounts in TNOK | Year | pay | year2) | (LTI)3) | year4) | accrual | (LTI)5) | loans | ment | 31 Dec |
| Geir Håøy President and CEO |
2018 | 5 162 | 315 | 752 | 2 216 | 441 | 1 374 | - | 3 158 | 24 040 |
| 2017 | 4 723 | 309 | 571 | 1 741 | 530 | 1 012 | - | 2 979 | 12 508 | |
| Gyrid Skalleberg Ingerø, Chief Financial Officer |
2018 | 2 622 | 279 | 19 | 827 | 81 | 581 | - | 177 | 9 649 |
| 2017 | 423 | 35 | - | 130 | 13 | 57 | - | - | 4 000 | |
| Even Aas, Group Executive Vice President, Public Affairs |
2018 | 1 675 | 314 | 221 | 722 | 353 | 369 | - | 678 | 23 958 |
| 2017 | 1 604 | 278 | 224 | 561 | 765 | 217 | - | 835 | 16 900 | |
| Wenche Helgesen Andersen, | ||||||||||
| EVP, Corporate functions until 28 February 2018 |
2018 | 778 | 56 | 160 | 262 | 13 | 83 | - | 945 | 9 345 |
| 2017 | 2 440 | 243 | 58 | 692 | 79 | 303 | - | 689 | 4 013 | |
| Hans Petter Blokkum Group Executive Vice President, Chief HR & Security Officer from 1 March 2018 |
2018 | 1 758 | 201 | - | 694 | 89 | 393 | 49 | - | 1 589 |
| Harald Aarø, Group Executive Vice President, Business Development & CSO |
2018 | 2 414 | 307 | 211 | 908 | 448 | 537 | - | 945 | 7 681 |
| 2017 | 2182 | 213 | 110 | 764 | 344 | 303 | - | 1 020 | 2 414 | |
| Hege Skryseth, President, Kongsberg Digital |
2018 | 2 331 | 215 | 361 | 387 | 501 | 514 | 330 | 1 180 | 9 797 |
| 2017 | 2 250 | 200 | 333 | 717 | 490 | 378 | 400 | 1 474 | 5 077 | |
| Egil Haugsdal, President, Kongsberg Maritime |
2018 | 2 782 | 505 | 407 | 1 231 | 919 | 617 | - | 1 417 | 30 836 |
| 2017 | 2 494 | 461 | 373 | 937 | 787 | 454 | - | 1 603 | 18 738 | |
| Eirik Lie, President, |
2018 | 3131 | 325 | 158 | 1 072 | 81 | 642 | - | 1 474 | 5 788 |
| Kongsberg Defence & Aerospace | 2017 | 2733 | 206 | - | 526 | 79 | 473 | - | - | 834 |
1) Remuneration and other benefits to members of the corporate executive management are based on their time served as part of this management.
2) Benefits other than cash refers to expensed discounts on shares in connection with the share programme for all employees, communication, car arrangements and compensation for the taxable share of pensions and insurance, as well as other taxable benefits.
3) Accrued LTI including tax compensation is, for accounting purposes, accrued on a linear basis over three years since the shares can be managed freely only after three years.
A statement on the LTI scheme is provided in Note 27.
4) Retained performance-based part of salary in the financial year. To be paid out when the accounts for the relevant year have been approved by the Board. A statement on performance-based pay is provided in Note 27.
5) LTI with tax compensation for disbursement the following year where the net amount will be invested in KONGSBERG shares. A statement on the LTI scheme is provided in Note 27.
| Directors' Report 2018 | Financial Statements and Notes | Statement from the Board | Auditor's Report | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| -- | ------------------------ | -- | -------------------------------- | -- | -- | -------------------------- | -- | -- | -- | ------------------ | -- | -- |
| Compensa | ||||||
|---|---|---|---|---|---|---|
| Board of Directors | Fixed Board | tion | Total Board | Number of | ||
| Number of | compensa | committee | compensa | Board | ||
| Amounts in NOK | Year | shares | tion | meetings | tion | meetings1) |
| Eivind K. Reiten, Chairman |
2018 | 2 850 | 508 333 | 43 600 | 551 933 | 17 |
| 2017 | - | 326 000 | 21 200 | 347 200 | 8 | |
| Irene Waage Basili, Director, Deputy Chairman |
2018 | - | 272 000 | - | 272 000 | 16 |
| 2017 | - | 254 333 | - | 254 333 | 11 | |
| Morten Henriksen, Director |
2018 | 3 027 | 255 333 | 82 900 | 338 233 | 15 |
| 2017 | - | 238 666 | 68 100 | 306 766 | 14 | |
| Anne-Grete Strøm-Erichsen, Director |
2018 | 2 000 | 255 333 | 37 600 | 292 933 | 16 |
| 2017 | - | 238 666 | 37 200 | 275 866 | 13 | |
| Helge Lintvedt, Director |
2018 | - | 255 333 | 70 700 | 326 033 | 17 |
| 2017 | - | 238 666 | 60 000 | 298 666 | 14 | |
| Martha Kold Bakkevig, Director |
2018 | 2 119 | 255 333 | 50 500 | 305 833 | 16 |
| 2017 | 1 400 | 164 000 | 30 300 | 194 300 | 7 | |
| Elisabeth Fossan, Director |
2018 | 4 904 | 255 333 | 37 600 | 292 933 | 16 |
| 2017 | 3 024 | 164 000 | 18 800 | 182 800 | 8 | |
| Sigmund Ivar Bakke Director |
2018 | 3 078 | 255 333 | - | 255 333 | 17 |
| 2017 | 2 862 | 164 000 | - | 164 000 | 7 | |
| Payment to deputy member in 2018 and retired Board members in 2017 |
2018 | - | 11 400 | - | 11 400 | 1 |
| 2017 | - | 372 334 | 59 000 | 431 334 | - | |
| Total compensation to the Board | 2018 | 2 323 731 | 322 900 | 2 646 631 | ||
| Total compensation to the Board | 2017 | 2 160 665 | 294 600 | 2 455 265 |
1) 17 board meetings were held in 2018 (14 board meetings in 2017).
KONGSBERG Annual Report and Sustainability Report 2018 164
WW
WW
| 2017 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2018 | |||||||||
| Sub | Sub | Sub | Sub | ||||||
| Parent | sidiaries | sidiaries | Total | Parent | sidiaries | sidiaries | Total | ||
| TNOK | company | in Norway | abroad | 2018 | company | in Norway | abroad | 2017 | |
| Group auditor EY | |||||||||
| Statutory audit | 846 | 4 740 | 2 137 | 7 723 | 833 | 4 899 | 2 466 | 8 198 | |
| Other assurance services | 71 | 693 | - | 764 | - | 477 | - | 477 | |
| Tax consultancy | 299 | 1094 | 936 | 2 329 | 467 | 648 | 1 213 | 2 328 | |
| Other services outside the audit | 2 805 | 778 | 54 | 3 637 | 2 426 | 622 | - | 3 048 | |
| Total fees, EY | 4 021 | 7 305 | 3 127 | 14 453 | 3 726 | 6 646 | 3 679 | 14 051 | |
| Other auditors | |||||||||
| Estimated audit fees | 30 | 1 787 | 1 817 | 2 247 | 2 247 |
The following companies have been consolidated:
| Country | Ownership stake | Ownership stake | |
|---|---|---|---|
| Name of company | of origin | 31 Dec 18 | 31 Dec 17 |
| Kongsberg Gruppen ASA | Norway | Parent | Parent |
| Kongsberg Defence & Aerospace AS | Norway | 100 | 100 |
| Kongsberg Spacetec AS | Norway | 100 | 100 |
| Kongsberg Norspace AS | Norway | 100 | 100 |
| Kongsberg Oil & Gas Technologies AS | Norway | 100 | 100 |
| Kongsberg Digital AS | Norway | 100 | 100 |
| Kongsberg Eiendom Holding AS | Norway | 100 | 100 |
| Kongsberg Teknologipark AS | Norway | 100 | 100 |
| Kongsberg Næringseiendom AS | Norway | 100 | 100 |
| Kongsberg Næringsparkutvikling AS | Norway | 100 | 100 |
| Kongsberg Næringsbygg 2 AS | Norway | 100 | 100 |
| Kongsberg Næringsbygg 3 AS | Norway | 100 | 100 |
| Kongsberg Næringsbygg 5 AS | Norway | 100 | 100 |
| Kongsberg Næringsbygg 6 AS | Norway | 100 | 100 |
| Kongsberg Real Estate AS | Norway | 100 | 100 |
| Kongsberg Næringsbygg 11 AS | Norway | 100 | 100 |
| Kongsberg Basetec AS | Norway | 100 | 100 |
| Kongsberg Next AS | Norway | Merged | 100 |
| Kongsberg Seatex AS | Norway | 100 | 100 |
| Vehicle Tracking and Information Systems AS | Norway | 100 | 100 |
| Nerion AS | Norway | Merged | 100 |
| Kongsberg Maritime AS | Norway | 100 | 100 |
| Kongsberg Norcontrol AS | Norway | 100 | 100 |
| Kongsberg Evotec AS | Norway | 100 | 100 |
| Eelume AS | Norway | 51 | TS |
| Simrad AS | Norway | 100 | 100 |
| Kongsberg Maritime S.R.L | Italy | 100 | 100 |
| Kongsberg Maritime Holland BV | The Netherlands | 100 | 100 |
| Country | Ownership stake | Ownership stake | |
|---|---|---|---|
| Name of company | of origin | 31 Dec 18 | 31 Dec 17 |
| Kongsberg Maritime Poland Sp.z o.o. | Poland | 100 | 100 |
| Kongsberg Defence Sp.z o.o. | Poland | 100 | 100 |
| Simrad Spain S.L. | Spain | 100 | 100 |
| Kongsberg Defence Oy | Finland | 100 | 100 |
| Kongsberg Maritime GmbH | Germany | 100 | 100 |
| Kongsberg Maritime Embient GmbH | Germany | 100 | 100 |
| Kongsberg Maritime Contros GmbH | Germany | 100 | 100 |
| Kongsberg Defence Switzerland AG | Switzerland | 100 | 0 |
| Kongsberg Reinsurance DAC | Ireland | 100 | 100 |
| Kongsberg Norcontrol Ltd. | Great Britain | 100 | 100 |
| Kongsberg Maritime Holding Ltd. | Great Britain | 100 | 100 |
| Kongsberg Maritime Ltd. | Great Britain | 100 | 100 |
| Kongsberg Oil & Gas Technologies Ltd. | Great Britain | Phased out | 100 |
| Kongsberg GeoAcoustics Ltd. | Great Britain | 100 | 100 |
| Kongsberg Hungaria kft. | Hungary | 100 | 100 |
| Kongsberg Maritime Hellas SA | Greece | 100 | 100 |
| Kongsberg Digital LLC | Russia | Sold | 100 |
| Kongsberg Geospetial Ltd. | Canada | 100 | 100 |
| Kongsberg Digital Simulation Ltd. | Canada | 100 | 100 |
| Kongsberg Maritime Canada Ltd. | Canada | 100 | 100 |
| Kongsberg Mesotech Ltd. | Canada | 100 | 100 |
| Kongsberg Protech Systems Canada Corporation | Canada | 100 | 100 |
| Kongsberg Digital Simulation Inc. | USA | 100 | 100 |
| Simrad North America Inc. | USA | 100 | 100 |
| Kongsberg Maritime Inc. | USA | 100 | 100 |
| Kongsberg Underwater Technology Inc. | USA | 100 | 100 |
| Kongsberg Protech Systems USA Corporation | USA | 100 | 100 |
| Kongsberg Digital Inc. | USA | 100 | 100 |
| Kongsberg Defense Systems Inc. | USA | 100 | 100 |
| Hydroid Inc. | USA | 100 | 100 |
| Kongsberg Geospatial Corperation | USA | 100 | 100 |
| Kongsberg Integrated Tactical Systems Inc. | USA | 100 | 100 |
| Kongsberg Maritime do Brazil Ltda | Brazil | 100 | 100 |
| Kongsberg Oil & Gas Technologies do Brazil Ltda | Brazil | 100 | 100 |
| Kongsberg Maritime Mexico S.A. DE C.V. | Mexico | 100 | 100 |
| Kongsberg Defence Chile SpA | Chile | 100 | 100 |
| Kongsberg Maritime Panama Corp. | Panama | 100 | 100 |
| Kongsberg Asia Pacific Ltd. | Hong Kong | 100 | 100 |
| Kongsberg Maritime Hoi Tung Holding Ltd. | Hong Kong | 90 | 90 |
| Kongsberg Maritime China Shanghai Ltd. | China | 100 | 100 |
| Kongsberg Maritime China Jiangsu Ltd. | China | 100 | 97 |
| Kongsberg Maritime China Ltd. | China | 100 | 100 |
| Kongsberg Maritime China Waigaoqiao Ltd. | China | 100 | 100 |
| Kongsberg Maritime Korea Ltd. | South Korea | 100 | 100 |
| Kongsberg Norcontrol Pte. Ltd. | Singapore | 100 | 100 |
| Kongsberg Maritime Pte. Ltd. | Singapore | 100 | 100 |
| Kongsberg Maritime India Pvt. Ltd. | India | 91 | 91 |
| Kongsberg Digital Pvt. Ltd. | India | 100 | 100 |
| Kongsberg Digital Software & Services Pvt. Ltd. | India | 100 | 100 |
| Kongsberg Norcontrol Surveillance Pvt. Ltd. | India | 100 | 100 |
| Kongsberg Defence Ltd. Co. | Saudi Arabia | 100 | 100 |
| Kongsberg Defence Malaysia Sdn. Bhd | Malaysia | 100 | 100 |
| Kongsberg Maritime Malaysia Sdn. Bhd. | Malaysia | 100 | 100 |
| Kongsberg Maritime Middle East DMCCO | UAE | 100 | 70 |
| Kongsberg Defence Systems Australia Pty Ltd. | Australia | 100 | 100 |
| Kongsberg Oil & Gas Technologies Pty Ltd. (Kongsberg Nemo Pty Ltd.) (under avvikling) | Australia | 100 | 100 |
| Kongsberg Maritime Pty Ltd. | Australia | 100 | 100 |
| Kongsberg Maritime South-Africa Ltd. | South Africa | 100 | 100 |
WW
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
The Norwegian State as represented by the Ministry of Trade, Industry and Fisheries is KONGSBERG's largest owner (50.001 per cent of the shares in Kongsberg Gruppen ASA). The State represented by the Ministry of Defence is an important customer for the Group. Sales to the Armed Forces are regulated by the EEA agreement and the Procurement Regulations for the Armed Forces, which guarantee equal treatment for all vendors.
At 31 December 2018, KONGSBERG had an outstanding balance from state-owned customers of MNOK 97, while other liability items in respect of state suppliers amounted to MNOK 7 at 31 December 2018.
In 2018, KONGSBERG issued invoices to state customers for a total of MNOK 1,319. Goods and services purchased from state suppliers in 2018 amounted to MNOK 37.
Please refer also to the Board's report on corporate governance Chapter 4 "Equal treatment of shareholders and related party transactions", where the State as a customer and shareholder is described in more detail.
At 31 December 2018, KONGSBERG had trade receivables for associated companies of MNOK 24, while trade payables amounted to MNOK 0 on 31 December 2018.
In 2018, KONGSBERG issued invoices to associated companies for a total of MNOK 28. Goods and services purchased from state suppliers in 2018 amounted to MNOK 3.
WW
On 6 July 2018, KONGSBERG entered into an agreement concerning the acquisition of Rolls-Royce Commercial Marine (RRCM) from Rolls-Royce Plc. The parties agreed on a value of MNOK 500 for RRCM. The final purchase sum will depend on RRCM's cash holdings, debt and working capital at the time of the transaction. See Directors' report for more information.
On 13 December 2018, KONGSBERG announced an agreement with the Ministry of Defence for the acquisition of Aerospace Industrial Maintenance Norway AS (AIM). The parties agree on an enterprise value of MNOK 151 on a cash and debt-free basis, and with normalised working capital. Among other things, the agreed value reflects the fact that AIM is committed to investing around MNOK 540 in a new engine depot for the F-35 at Rygge over the next 2–3 years. The acquisition requires approval by the relevant authorities, and the transaction is expected to be completed in the first half of 2019. See Directors' report for more information.
WW
KONGSBERG uses terms in the consolidated financial statements that are not anchored in the IFRS accounting standards. Our definitions and explanations of these terms follow below.
EBITDA / EBITA / EBIT are considered by KONGSBERG to be normal accounting terms, but they are not included in the IFRS accounting standards. EBITDA is an abbreviation of "Earnings Before Interest, Taxes, Depreciation and Amortisation". KONGSBERG uses EBITDA in the income statement as a summation line for other accounting lines. These accounting lines are defined in our accounting principles, which are part of the consolidated financial statements for 2018. The same applies for EBITA and EBIT.
02 About 03 Sustainability
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
Net interest-bearing debt is the net amount of the accounting lines "Cash and cash equivalents", "Long-term interest-bearing loans" and "Short-term interest-bearing loans".
WW
KONGSBERG defines restructuring costs as salary and social security tax when the employment relationship is terminated (including severance pay and gift pension) in connection with workforce reductions. In addition, there is rent and related costs or one-time payments when leases are terminated before the lease agreement expires for spaces that are vacated, and some other costs related to restructuring.
ROACE is defined as 12 months rollover EBIT divided by 12 months average of the entered equity and interest-bearing debt.
Working capital is defined as current assets minus cash and cash equivalents, current non-interest liabilities (except taxes payable) and financial instruments recognised at fair value.
New orders divided on operating revenues.
On 21 January 2019, KONGSBERG entered into an agreement with Rome AS regarding the sale of the company Kongsberg Evotec AS owned by Kongsberg Maritime. The sale is as a consequence of the ongoing process regarding the acquisition of Rolls-Royce Commercial Marine. The transaction will be completed in the first half of 2019. External turnover for Kongsberg Evotec AS was MNOK 104 in 2018 and MNOK 83 in 2017.
KONGSBERG GRUPPEN ASA
| MNOK | Note | 2018 | 2017 |
|---|---|---|---|
| Operating revenues from subsidiaries | 9 | 176 | 221 |
| Other operating revenues | 6 | 2 | |
| Total revenues | 182 | 223 | |
| Payroll expenses | 4,5 | (128) | (126) |
| Depreciation | (1) | (1) | |
| Other operating expenses | 4 | (206) | (141) |
| Total operating expenses | (335) | (268) | |
| Operating profit | (153) | (45) | |
| Dividends from subsidiaries | 10 | - | |
| Interest from group companies | 53 | 99 | |
| Net currency gains | 4 | 6 | |
| Interest to Group companies | (12) | (8) | |
| Interest income, bank and investment | 23 | - | |
| Interest costs, external loans | (82) | (95) | |
| Other financial income | 1 | 4 | |
| Other finance expenses | (11) | (23) | |
| Group contribution | 1 500 | 690 | |
| Net finance items | 1 486 | 673 | |
| Ordinary profit before tax (EBIT) | 1 333 | 628 | |
| Income tax expense (+income/expense) | 6 | (20) | 10 |
| Profit for the year | 1 313 | 638 | |
| Allocations and equity transfers | |||
| Proposed dividend | (450) | (450) |
KONGSBERG GRUPPEN ASA
| MNOK | |||
|---|---|---|---|
| Note | 2018 | 2017 | |
| Assets | |||
| Fixed assets | |||
| Deferred tax assets | 6 | 98 | 109 |
| Fixed assets | 10 | 4 | |
| Shares in subsidiaries | 3 | 8 970 | 2 970 |
| Shares in associates | 11 | - | |
| Interest-bearing loans, subsidiaries | 9 | 1 173 | 1 977 |
| Other long-term receivables | 3 | 2 | |
| Total non-current assets | 10 265 | 5 062 | |
| Current assets | |||
| Receivables from subsidiaries | 9 | 1 568 | 794 |
| Other short-term receivables | 83 | 56 | |
| Cash and cash equivalents | 11 | 6 663 | 758 |
| Total current assets | 8 314 | 1 608 | |
| Total assets | 18 579 | 6 670 | |
| Equity and liabilities Equity |
|||
| Shares capital | 225 | 150 | |
| Premiums | 4 876 | - | |
| Total paid-in capital | 5 101 | 150 | |
| Other equity | 2 162 | 1 289 | |
| Total retained earnings | 2 162 | 1 289 | |
| Total equity | 2 | 7 263 | 1 439 |
| Non-current liabilities | |||
| Pension liabilities | 5 | 228 | 240 |
| Bond loans | 7 | 4 000 | 3 250 |
| Other non-current liabilities | 3 | 7 | |
| Total non-current liabilities | 4 231 | 3 497 | |
| Current liabilities | |||
| Dividend | 450 | 450 | |
| Debt to credit institutions | 7 | 250 | - |
| Bond loans | 9 | 6 234 | 1 195 |
| Other current liabilities | 151 | 89 | |
| Total current liabilities | 7 085 | 1 734 | |
| Total equity and liabilities | 18 579 | 6 670 |
Kongsberg, 21 March 2019
Eivind Reiten Chairman
Anne-Grete Strøm-Erichsen Director
Irene Waage Basili Deputy chairman
Sigmund Ivar Bakke Director
Martha Kold Bakkevig Director
Elisabeth Fossan Director
Morten Henriksen
Helge Lintvedt Director
Director
Geir Håøy President and CEO
KONGSBERG GRUPPEN ASA
| MNOK | Note 2018 |
2017 |
|---|---|---|
| Profit before tax | 1 333 | 628 |
| Depreciation | 1 | 1 |
| Changes in accruals, etc. | 96 | 52 |
| Net cash flows from operating activities | 1 430 | 681 |
| Cash flow from investing activities | ||
| Purchase of fixed assets | (6) | (1) |
| Investment in shares | (11) | - |
| Net cash flow used in investing activities | (17) | (1) |
| Cash flow from financing activities | ||
| Capital increase | 4 997 | - |
| Costs connected to the capital increase (before the effect of taxes) | (60) | - |
| Repayment of loans | - | 37 |
| Payment of loans | (2) | |
| Dividends received | 10 | - |
| Proceeds from interest-bearing loans | 1 000 | - |
| Payment of loans | - | (755) |
| Paid dividend | (448) | (448) |
| Net disbursements for purchase/disposal of treasury shares | (20) | (18) |
| Changes in intercompany balances | (985) | 2 125 |
| Net cash flow from financing activities | 4 492 | 941 |
| Net increase (reduction) in cash and cash equivalents | 5 905 | 1 621 |
| Cash and cash equivalents at the beginning of the period | 758 | (863) |
| Cash and cash equivalents at the end of the period | 6 663 | 758 |
KONGSBERG GRUPPEN ASA
The financial statements for Kongsberg Gruppen ASA have been prepared in accordance with the Norwegian Accounting Act and generally-accepted accounting practices in Norway.
Subsidiaries and associates are measured at cost in the statutory accounts. The investment is evaluated at acquisition cost less any impairment losses. Such assets are written down to fair value when a decrease in value cannot be considered to be temporary and is required pursuant to generally accepted accounting principles. Impairments are reversed when the basis for the impairment no longer applies.
Current assets and current liabilities include items due for payment within one year after the date of acquisition, as well as items associated with the goods circulation. Other items are classified as fixed assets/non-current liabilities. Current assets are measured at the lower of cost and fair value. Current liabilities are recorded at their nominal values on the date of acquisition. Fixed assets are measured at acquisition cost less depreciation, but are written down when a decrease in value is not expected to be of temporary nature. Non-current liabilities are measured at nominal value at the date they are incurred.
Revenues are recognised in the period when the services are rendered.
Kongsberg Gruppen ASA enters into hedging contracts on behalf of subsidiaries and enters into "back to back" agreements with external banks. See also Note 10 "Currency hedging" and Note 3 J "Financial instruments" of the consolidated financial statement.
Trade receivables and other receivables are capitalised at nominal values less provisions for expected loss. Provisions for losses are made on the basis of individual assessments of each receivable.
Monetary items in a foreign currency are assessed using the exchange rate applicable at year-end. Gains and losses related to items in a foreign currency and that are part of the goods circulation are included in the operating profit/loss. Other gains and losses related to items in foreign currency are classified as financial income or costs.
Short-term investments (shares and other items considered to be current assets) are measured at the lower of the acquisition cost and fair value at the date of the balance sheet. Dividends and other distributions from the companies are recognised as other financial income.
The Group introduced a defined contribution pension scheme for all employees under the age of 52 as of 1 January 2008. Employees aged 52 or over at the time of the transition remained with the defined benefit plan. The contributions are expensed as incurred.
Pension costs and pension obligations are calculated according to linear accruals, based on the expected final salary. The calculation is based on a number of assumptions including discount rates, future salary adjustments, pensions and benefits from the National Insurance Scheme, and future interest income on pension fund assets, as well as actuarial assumptions on mortality and voluntary retirement. Pension fund assets are measured at their fair value, less net pension liabilities at the date of the balance sheet. See also Note 5 "Pensions".
Income tax expense in the financial statements includes tax payable and the change in deferred tax for the period. Deferred tax/tax assets are calculated at 22 per cent on all temporary differences between the book value and tax value of assets and liabilities, and loss carried forward at the end of the reporting period. Taxable and deductible temporary differences that reverse or may reverse in the same period are offset. Deferred tax assets are recognised when it is probable that the company will have adequate profit for tax purposes in subsequent periods to utilise the tax asset.
KONGSBERG Annual Report and Sustainability Report 2018 172
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
The cash flow statement was prepared using the indirect method. Cash and short-term deposits comprise cash reserves, bank deposits and other short-term liquid investments.
| MNOK | Shares capital | Premiums | Other equity | Total equity |
|---|---|---|---|---|
| Equity at 31 Dec 16 | 150 | - | 1 102 | 1 252 |
| Profit for the year | - | - | 638 | 638 |
| Transactions with treasury shares | - | - | (2) | (2) |
| Dividend for 2017 | - | - | (450) | (450) |
| Actuarial gain/loss on pension expense | - | - | 1 | 1 |
| Equity at 31 Dec 17 | 150 | - | 1 289 | 1 439 |
| Profit for the year | - | - | 1 313 | 1 313 |
| Capital increase | 75 | 4 922 | - | 4 997 |
| Net costs connected to the capital increase (reduced to | ||||
| reflect effect of taxes) | - | (46) | - | (46) |
| Transactions with treasury shares | - | - | (3) | (3) |
| Dividend for 2018 | - | - | (450) | (450) |
| Actuarial gain/loss on pension expense | - | - | 13 | 13 |
| Equity at 31 Dec 18 | 225 | 4 876 | 2 162 | 7 263 |
Other information about the company's share capital is provided in Note 22 "Share capital" of the consolidated financial statements. The total number of treasury shares at 31 December 2018 is 19,869.
| Acquisition | Business | Owner/ | Carrying | |
|---|---|---|---|---|
| MNOK | time | office | voting share % | amount 31 Dec |
| Kongsberg Defence & Aerospace AS | 1 997 | Kongsberg | 100 | 1 206 |
| Kongsberg Basetec AS | 1 992 | Kongsberg | 100 | 137 |
| Kongsberg Maritime AS 1) | 1 992 | Kongsberg | 98,9 | 7 101 |
| Kongsberg Eiendom Holding AS | 2 015 | Kongsberg | 100 | 497 |
| Kongsberg Next AS 3) | 2 014 | Kongsberg | - | |
| Kongsberg Martime China Ltd | 2 016 | Shanghai | 100 | 25 |
| Kongsberg Holding AS | 1 987 | Kongsberg | 100 | - |
| Kongsberg Forsvar AS 3) | 1 995 | Kongsberg | - | |
| Norsk Forsvarsteknologi AS | 1 987 | Kongsberg | 100 | - |
| Nerion AS 3) | 2 002 | Trondheim | - | |
| Kongsberg Hungaria Kft 2) | 2 003 | Budapest | 10 | - |
| Kongsberg Reinsurance Ltd. | 2 001 | Dublin | 100 | 4 |
| Total | 8 970 |
1) The remaining shares in Kongsberg Maritime AS are owned by Kongsberg Basetec AS. Allocated Group contributions of MNOK 6,000 are recognised against investments in shares.
2) The remaining shares in Kongsberg Hungaria Kft. are owned by Kongsberg Defence & Aerospace AS
3) Merged into Kongsberg Basetec AS.
Financial Statements
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
With regard to salary and remuneration to the corporate executive management and Board members, reference is made to Note 28 "Remuneration for executive management and the Board" in the consolidated financial statements.
| TNOK | 2018 | 2017 |
|---|---|---|
| Group auditor EY | ||
| Statutory audit | 846 | 833 |
| Other assurance services | 71 | 0 |
| Tax consultancy | 299 | 467 |
| Other services outside the audit | 2 805 | 2 426 |
| Total fees, EY | 4 021 | 3 726 |
| MNOK | 2018 | 2017 |
|---|---|---|
| Salaries | 71 | 71 |
| Social security expenses | 14 | 13 |
| Pension | 16 | 16 |
| Other benefits | 27 | 26 |
| Total payroll expenses | 128 | 126 |
| Number of full-time equivalents (FTEs) | 56 | 51 |
KONGSBERG has a service pension plan that consists of a defined contribution plan and a defined benefit plan and complies with laws and regulations. The service pension plans include all employees of the Group in Norway.
The Group introduced a defined contribution pension scheme as of 1 January 2008 for all employees under 52 years of age. The contribution rates are 0 per cent of salary up to 1G, 5 per cent of salary between 1G and 7,1G, and 11 per cent of salary from 7,1G up to 12G. The employees can influence the way the funds are managed by choosing between three investment options; with either 30, 50 or 80 per cent of their shares in the portfolio. The Group also has a collective, unfunded contribution plan for salaries between 12G and 15G. The Group's deposits in this plan are 18 per cent of the portion of the base salary that exceeds 12G, up to a ceiling of 15G. Special terms and conditions apply for executives. This is described in Note 27 "Statement on the remuneration of the Group CEO and Executive Management" in the consolidated financial statement. The unfunded scheme has been closed for new members since 2015. The supplementary plan has the same investment choices as the main plan. The contributions are expensed as incurred.
n connection with the transition to the defined contribution plan on 1 January 2008, employees aged 52 or more remained in the defined benefit plan. The pension plan is insured through DNB Life Insurance.
The pension benefits are defined by the number of contribution years and the salary level of the individual employee. Pension costs are distributed over the employee's accrual period. Given a calculated state pension based on the Norwegian National Insurance Scheme's rules before 1 January 2011 and full earnings, the scheme provides approx. 65 per cent of the final salary including National Insurance benefits until the age of 77, after which the service pension section is reduced by 50 per cent for the remaining lifetime. The Group also has a collective, unfunded defined benefit plan for salaries between 12G and 15G. The collective, unfunded benefits plan corresponds to about 60 per cent of the share of the basic wage that exceeds 12G until the age of 77, and then the benefit is reduced by 50 per cent for the remaining lifetime. Special terms and conditions apply for executives. This is described in Note 27 "Statement on the remuneration of the Group CEO and Executive Management" in the consolidated financial statement. These supplementary plans were discontinued in connection with the transition to defined contribution pension schemes.
Disability pension from the Group was changed on 1 January 2016 and will provide an addition to the estimated disability benefits from national insurance. National insurance will cover 66 per cent of the pension basis up to 6G, while the Group plan covers 66 per cent of the pension basis between 6G and 12G. The Group plan also provides an additional 3 per cent of the pension basis from 0G to 12G, a pay increase of 25 per cent of G and any child supplement of 4 per cent per child (maximum 3 children). From 1 January 2016, KONGSBERG has decided to terminate the paid-up policy accrual for disability pensions
02 About 03 Sustainability
Directors' Report 2018 Financial Statements and Notes Statement from the Board Auditor's Report
as part of the adaptation to the new regulations. The employees have been issued individual paid-up policies for the already earned paid-up policy rights. The new scheme is a one-year risk cover and the premiums will be expensed as they accrue. Starting on 1 January 2013, the risk pensions are unfunded for the share of salary that exceeds 12G. In practice this implies that KONGSBERG is self-insurer for the risk pension for future periods. The unfunded scheme has been closed for new members since 2015.
In 2009, the Group introduced new rules for early retirement for newly hired members of executive management and others in certain key positions. The rules entail early retirement from the age of 65 at the latest, but with reciprocal rights for the Group and the employees to request retirement from the age of 63. Benefits are equal to 65 per cent of the annual wage, based on a minimum of 15 contribution years. If the employee resigns between 63 and 65, this will reduce pension earnings for other plans. The Group decided not to continue the scheme with early retirement agreements for executives employed after 1 July 2013. This also applied to employees in certain key positions who previously were offered agreements on early retirement. These individuals instead receive an additional contribution of 12 per cent of the basic salary in excess of 12G, to the unfunded pension scheme as long as they hold the post, but only until the age of 65 at the latest. After an overall assessment of the State's ownership report, the Group decided on 1 October 2015 not offer any early retirement options.
Pension expenses for the year are calculated on the basis of the financial and actuarial assumptions that apply at the beginning of the year. Gross pension liabilities are based on the financial and actuarial assumptions made at year-end.
The calculation of future pensions in the benefits plan is based on the following assumptions:
| 31 Dec 18 | 31 Dec 17 | |
|---|---|---|
| Discount rate | 2.70% | 2.25% |
| Asset return | 2.70% | 2.25% |
| Wage adjustment | 2.00% | 1.75% |
| Pension base level (G) adjustment | 2.50% | 2.25% |
| Pension adjustment | 1.75% | 1.25% |
| Mortality | K 2013 | K 2013 |
| Disability | IR 73 | IR 73 |
| Voluntary turnover | 4.50% | 4.50% |
The year's pension costs were calculated as follows:
| MNOK | 2018 | 2017 |
|---|---|---|
| Present value of the year's earned | ||
| pensions | 6 | 7 |
| Interest cost on accrued pension liabilities | 4 | 3 |
| Accrued social security expenses | 1 | 1 |
| Total net pension cost for the year | 11 | 11 |
| Defined contribution plan costs | 11 | 12 |
The net pension liability appears as follows:
| MNOK | 2018 | 2017 |
|---|---|---|
| Total gross pension liabilities | (232) | (241) |
| Gross value of gross pension assets | 32 | 31 |
| Net pension liabilities | (200) | (210) |
| Social security expenses | (28) | (30) |
| Net pension liabilities in balance sheet | (228) | (240) |
| MNOK | 2018 | 2017 |
|---|---|---|
| Taxes payable | - | - |
| Change in deferred tax | 20 | (10) |
| Tax income/expense | 20 | (10) |
| MNOK | 2018 | 2017 | |
|---|---|---|---|
| Profit before tax | 1 333 | 628 | |
| Tax calculated – 23% (24%) of profit | |||
| before tax | 307 | 151 | |
| Correction of taxes from previous years | (4) | - | |
| Group contribution without tax effect | (299) | (166) | |
| Other permanent differences | 11 | - | |
| Effect of reduced tax rate by 1% | 5 | 5 | |
| Tax income/expense | (20) | (10) |
| Directors' Report 2018 | Financial Statements and Notes | Statement from the Board | Auditor's Report | |
|---|---|---|---|---|
| 01 Year 2018 | 02 About KONGSBERG |
03 Sustainability | 04 Corporate Governance |
05 Directors' Report and Financial Statements |
| 2018 | 2017 |
|---|---|
| 50 | 55 |
| 87 | 55 |
| 5 | (1) |
| 142 | 109 |
| 22% | 23% |
Change in deferred tax recognised directly in equity as follows:
| MNOK | 2018 | 2017 |
|---|---|---|
| Issue | (14) | - |
| Pensions | 4 | - |
| Total | (10) | - |
At 31 December 2018, Kongsberg Gruppen ASA had the following loans and credit facilities:
| Nominal | Carrying | Carrying | ||
|---|---|---|---|---|
| interest | Years to | value | value | |
| Due date | rate | maturity | 31 Dec 18 | 31 Dec 17 |
| 11 Sep 19 | 4.80% | - | 250 | |
| 2 Jun 21 | 1 000 | 1 000 | ||
| 2 Jun 26 | 3.20% | 1 000 | 1 000 | |
| 5 Mar 20 | 550 | 550 | ||
| 5 Dec 23 | 2.90% | 450 | 450 | |
| 6 Dec 21 | 500 | - | ||
| 6 Jun 24 | 500 | - | ||
| 4 000 | 3 250 | |||
| 11 Sep 19 | 4.80% | 250 | - | |
| 250 | - | |||
| 4 250 | 3 250 | |||
| 7 Apr 19 | 2 300 | 2 300 | ||
| 500 | 500 | |||
Kongsberg Gruppen ASA has a syndicated credit facility with Danske Bank, DNB, JP Morgan Chase, Nordea and SEB. The facility is for general business purposes. The facility has a term of five years with an option to extend for one year, twice. The interest rate is NIBOR + a margin that depends on the ratio between net interest-bearing loans/EBITDA and can vary from 0.55 per cent to 2 per cent. The credit facilities require that net interest-bearing debt shall not exceed four times the EBITDA, but can be up to 4.5 times the figure for three consecutive quarters at the most. The covenants in the loan agreements have been met. There was no borrowings on the facility as of 31 December 2018.
Kongsberg Gruppen ASA had seven bond loans at the end of 2018. The bond loans were issued in NOK and listed on the Oslo Stock
Exchange. The interest rate terms on loans with floating rates are 3-month NIBOR with a margin of + 1.25 per cent for KOG08, 0.9 per cent for KOG10, 0.88 per cent for KOG12 and 1.20 per cent for KOG13. The fixed interest rate is 4.8 per cent for KOG07, 3.20 per cent for KOG09 and 2.9 per cent for KOG11.
A new cash credit of MNOK 500 was established. As of 31 December 2018, this remains undrawn.
All loans in the Group are centralised to Kongsberg Gruppen ASA and handled by the Group's treasury unit.
Kongsberg Gruppen ASA has, in the period from 1999 to 2014, sold properties in the Kongsberg Teknologipark Park. The properties have been leased back on long-term lease and expire from 2017 to 2031. The leaseback contracts have been entered into by Kongsberg Næringsparkutvikling AS, which is a wholly-owned subsidiary of Kongsberg Eiendom Holding AS, which in its turn is owned 100 per cent by Kongsberg Gruppen ASA. The leaseback contracts are classified as operating leasing agreements.
In addition to lease payments, Kongsberg Gruppen ASA is responsible for certain expenses related to taxes and maintenance of the properties. With the exception of the properties sold in 2007 and 2014, the properties are mainly leased to external tenants. The leases have durations ranging from three months to 15 years. The obligations related to this responsibility were in 2015 transferred to Kongsberg Næringsparkutvikling AS, but Kongsberg Gruppen ASA guarantees that the obligations are observed. Further information on provisions related to these leases is given in Note 23 "Provisions" of the consolidated financial statements.
Group companies have provided guarantees for prepayments and completion in connection with projects. The guarantees are issued by Norwegian and foreign banks and insurance companies. Kongsberg Gruppen ASA is responsible for all guarantees.
| MNOK | 2018 | 2017 |
|---|---|---|
| Guarantees issued by banks and insurance companies | 2 472 | 2 308 |
| Guarantees issued by Kongsberg Gruppen ASA | 5 054 | 5 331 |
| Prepayments from and completion guarantees to customers | 7 526 | 7 639 |
Kongsberg Gruppen ASA has non-committed framework agreements for guarantees with banks and insurance companies.
| MNOK | 2018 | 2017 |
|---|---|---|
| Kongsberg Maritime AS | 84 | 109 |
| Kongsberg Defence & Aerospace AS | 75 | 95 |
| Kongsberg Digital AS | 7 | 11 |
| Other companies | 14 | 6 |
| Total operating income-related parties | 181 | 221 |
Operating income from closely related parties mainly consists of joint Group expenses and insurance, as well as margins on guarantee and currency businesses.
| MNOK | 2018 | 2017 |
|---|---|---|
| Kongsberg Defence & Aerospace AS | - | 529 |
| Kongsberg Digital AS | 100 | 100 |
| Kongsberg Næringseiendom AS | 100 | 100 |
| Kongsberg Næringsbygg 2 AS | 54 | 79 |
| Kongsberg Næringsbygg 3 AS | 77 | 83 |
| Kongsberg Norcontrol AS | - | 198 |
| Kongsberg Næringsbygg 5 AS | 96 | 106 |
| Kongsberg Næringsbygg 6 AS | - | 5 |
| Kongsberg Protech Systems USA | ||
| Corporation Inc. | 17 | 31 |
| Hydroid Inc | 459 | 462 |
| Kongsberg Maritime Hoi Tung Holding Ltd | 110 | 102 |
| Kongsberg Maritime do Brasil SA | 8 | 7 |
| Kongsberg Maritime Malaysia Sdn. Bhd | 17 | 16 |
| Kongsberg Norspace AS | 69 | 84 |
| Kongsberg Maritime Embient GmbH | 28 | 27 |
| Kongsberg Maritime Contros GmbH | 16 | 16 |
| Kongsberg Maritime Australia Pty Ltd | 6 | 6 |
| Kongsberg Maritime India PVT. LTD | 16 | 17 |
| Other companies | - | 10 |
| Total | 1 173 | 1 977 |
| MNOK | 2018 | 2017 |
|---|---|---|
| Kongsberg Defence & Aerospace AS | 9 | 680 |
| Kongsberg Maritime AS | 6 010 | 280 |
| Kongsberg Seatex AS | - | 4 |
| Kongsberg Spacetec AS | - | 19 |
| Kongsberg Next AS | - | 15 |
| Kongsberg Evotec AS | - | 15 |
| Kongsberg Holding AS | - | 5 |
| Kongsberg Maritime Inc | 73 | 33 |
| Kongsberg Mesotech Ltd. | 101 | 105 |
| KM Aberdeen | 22 | 22 |
| Kongsberg Underwater Technology Inc | 17 | 16 |
| Other companies | 2 | 1 |
| Total | 6 234 | 1 195 |
| MNOK | 2018 | 2017 |
|---|---|---|
| Kongsberg Maritime AS | 182 | 25 |
| Kongsberg Defence & Aerospace AS | 1 300 | 686 |
| Kongsberg Basetec AS | 40 | 40 |
| Kongsberg Seatex | - | 31 |
| Kongsberg Norcontrol AS | 18 | - |
| Kongsberg Næringsparkutvikling | - | 1 |
| Kongsberg Digital AS | 6 | - |
| Hydroid Inc | 12 | - |
| Kongsberg Maritime Hoi Tung | 1 | - |
| Kongsberg Satellitt Services AS | 1 | - |
| Other | 8 | 11 |
| Total | 1 568 | 794 |
At 31 December, the company had the following net sale foreign currency hedges, divided by hedge category:
| 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Value in NOK | Total | Total | ||||||
| based on | hedged | Average | hedged | Average | hedged | Average | ||
| agreed | Fair value | amount | hedged rate | amount | hedged rate | amount | hedged rate | |
| rates | in NOK | in USD | in USD | in EUR | in EUR | in GBP | in GBP | |
| Amounts in mill. | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 |
| Hedge category | ||||||||
| Forward exchange contracts, | ||||||||
| cash flow hedging | (4 064) | 67 | 234 | 8,52 | (60) | 9,83 | (502) | 10,87 |
| Total cash flow hedges | (4 064) | 67 | 234 | (60) | (502) | |||
| Forward exchange contracts, | ||||||||
| fair value hedges | 8 283 | (384) | 565 | 8,05 | 306 | 9,85 | 43 | 10,81 |
| Loan protection, fair value hedges | 402 | (1) | 62 | 8,60 | (2) | 9,83 | (2) | 10,96 |
| Total fair value hedges | 8 685 | (385) | 627 | 304 | 41 | |||
| Total | 4 621 | (318) | 861 | 244 | (461) |
| 2017 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Value in NOK | Total | Total | |||||||
| based on | hedged | Average | hedged | Average | |||||
| agreed | Fair value | amount | hedged rate | amount | hedged rate | ||||
| rates | in NOK | in USD | in USD | in EUR | in EUR | ||||
| Amounts in mill. | 31 Dec 17 | 31 Dec 17 | 31 Dec 17 | 31 Dec 17 | 31 Dec 17 | 31 Dec 17 | |||
| Hedge category | |||||||||
| Forward exchange contracts, cash flow | |||||||||
| hedging | 2 374 | 26 | 310 | 8,22 | 49 | 9,84 | |||
| Total cash flow hedges | 2 374 | 26 | 310 | 49 | |||||
| Forward exchange contracts, fair value | |||||||||
| hedges | 7 868 | (413) | 558 | 7,59 | 290 | 9,56 | |||
| Loan protection, fair value hedges | 527 | 11 | 72 | 8,32 | 4 | 9,91 | |||
| Total fair value hedges | 8 395 | (402) | 630 | 294 | |||||
| Total | 10 769 | (376) | 940 | 343 |
As of 31 December 2018, Kongsberg Gruppen ASA had no foreign exchange options.
In 2016, basis swaps totalling MEUR 130 were entered into to secure net investment in foreign operations. These basis swaps have a fair value of MNOK -86.4 at 31 December 2018 (MNOK -64.4 at 31 December 2017). Changes in value have not been included in Kongsberg Gruppen ASA's accounts in accordance with Norwegian GAAP.
| 2018 | 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Value | Value | ||||||||
| in NOK | Total | Total | Total | in NOK | Total | Total | |||
| based on | hedged | hedged | hedged | based on | hedged | hedged | |||
| the agreed | Fair value | amount | amount | amount | the agreed | Fair value | amount | amount | |
| rates | in NOK | in USD | in EUR | in GBP | rates | in NOK | in USD | in EUR | |
| MNOK | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 17 | 31 Dec 17 | 31 Dec 17 | 31 Dec 17 |
| Forward exchange contracts, | |||||||||
| cash flow hedging | |||||||||
| Kongsberg Maritime AS | 47 | - | 5 | - | - | 260 | (7) | 24 | 7 |
| Kongsberg Digital AS | - | - | - | - | - | 58 | - | 5 | 2 |
| Kongsberg Defence & | |||||||||
| Aerospace AS | 1 309 | (8) | 229 | (60) | (2) | 2 059 | 35 | 281 | 41 |
| Kongsberg Norcontrol AS | - | - | - | - | - | (2) | (2) | - | - |
| (No internal counterparty) | (5 420) | 75 | - | - | (500) | - | - | - | - |
| Total cash flow hedges | (4 064) | 67 | 234 | (60) | (502) | 2 374 | 26 | 310 | 49 |
| Forward exchange contracts, fair value hedges |
|||||||||
| Kongsberg Maritime AS | 2 685 | (130) | 283 | 37 | 1 | 2 170 | 4 | 184 | 64 |
| Kongsberg Digital AS | 334 | (14) | 17 | 7 | 2 | 292 | (5) | 18 | 10 |
| Kongsberg Defence & | |||||||||
| Aerospace AS | 4 308 | (216) | 251 | 177 | 40 | 4 203 | (388) | 338 | 113 |
| Kongsberg Spacetec AS | 146 | (3) | 8 | 7 | - | 199 | - | 11 | 11 |
| Kongsberg Norcontrol AS | 369 | (6) | 3 | 35 | - | 413 | (5) | 5 | 36 |
| Kongsberg Norspace AS | 417 | (14) | - | 43 | - | 557 | (23) | 2 | 57 |
| Other companies | 24 | (1) | 3 | - | - | 34 | 3 | 1 | (1) |
| Total fair value hedges | 8 283 | (384) | 565 | 306 | 43 | 7 868 | (413) | 558 | 290 |
| Total of forward rates | 4 219 | (317) | 799 | 246 | (459) | 10 242 | (387) | 868 | 339 |
| 2018 | 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Value | Value | ||||||||
| in NOK | Total | Total | in NOK | Total | Total | ||||
| based on | hedged | hedged | based on | hedged | hedged | ||||
| the agreed | Fair value | amount | amount | the agreed | Fair value | amount | amount | ||
| rates | in NOK | in USD | in EUR | rates | in NOK | in USD | in EUR | ||
| MNOK | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 18 | 31 Dec 17 | 31 Dec 17 | 31 Dec 17 | 31 Dec 17 | |
| Forward exchange contracts, fair value hedges |
|||||||||
| Kongsberg Satellite Services | 1 150 | (60) | 87 | 45 | 1 273 | (19) | 80 | 61 |
| 2 | |
|---|---|
| Nominal amounts in MNOK | 2018 | 2017 |
|---|---|---|
| Bank deposits, operating accounts | 5 862 | 758 |
| Money market funds | 801 | - |
| Total | 6 663 | 758 |
Bank guarantees amounting to MNOK 10 (MNOK 10 in 2017) have been furnished for funds related to withholding tax for employees.
The Group's liquidity management is centralised in Kongsberg Gruppen ASA and handled by the Group's treasury unit.
KONGSBERG GRUPPEN ASA
We hereby confirm, to the best of our conviction, that the financial statements for 1 January to 31 December 2018 have been drawn up in compliance with recognised accounting standards, and that the information disclosed therein gives a true picture of the enterprise's and the Group's assets, liabilities, financial position and performance as a whole, and that the information disclosed in the Directors' report gives a true picture of the progress, profits and position of the enterprise and the Group, as well as a description of the most central risk and uncertainty factors facing them.
Kongsberg, 21 March 2019
Eivind Reiten Chairman
Anne-Grete Strøm-Erichsen Director
Irene Waage Basili Deputy chairman
Sigmund Ivar Bakke Director
Martha Kold Bakkevig Director
Elisabeth Fossan Director
Morten Henriksen Director
Helge Lintvedt Director
Geir Håøy President and CEO
| - |
|---|
| 2 |

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for 2018. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
have obtained is sufficient and appropriate to provide a basis for our opinion.
We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the financial statements.
A member firm of Ernst & Young Global Limited
2

A large part of the Group's revenues and expenses are derived from customer contracts recognised over time. The process of measuring the progress towards complete satisfaction of the performance obligations and selecting the method of measuring this progress, involves judgement and estimates by the management. It may be uncertainty in relation to the transaction price, allocation of the transaction price, and in the estimated expenses in fulfilling the contract. The recognition of customer contracts over time is a key audit matter, due the extent and complexity of ongoing projects in the Group with duration over several years, and where management exercises judgement to estimate the progress, including expected transaction price and expenses to fulfil the contract.
We evaluated the application of accounting principles, including the implementation of IFRS 15, methods for estimating the projects' progress, routines for monitoring projects and tested controls over project assessments and recognition. We discussed estimated total project expenses, including provisions for guarantees, with project management. We evaluated these estimates against comparable projects, and analysed the development in margins for selected projects and the total project portfolio. For selected contracts, we tested estimated revenues against agreements, incurred expenses against invoices and hours against project reports, and assessed the total estimated project expenses. In addition, we have analysed actual margins on selected completed projects against estimated total margins during the project period in order to evaluate management's accuracy in judgments and estimates.
We refer to note 2 for details on estimation uncertainty and note 7 on customer contracts in the Groups' financial statements.
A large part of the Group's cash flows is in foreign currencies. The Group hedges contractual cash flows and a part of highly probable future cash flows by entering into forward currency contracts. The use of hedge accounting and documentation of hedges might require management judgement and require close follow up. Due to the amounts involved, we view currency hedging of future cash flows in foreign currency as a key audit matter.
We assessed the design and tested the effectiveness of internal controls over designation and follow up of the hedging relationships, including testing of hedge ineffectiveness. We assessed if the documentation relating to the currency hedging was in accordance with requirements in the accounting standards. We considered the Group's process of follow up of forward contracts entered into against expected cash flows and tested reconciliations between supporting source systems and documents used to manage and document hedging relationships. We obtained external fair value confirmations of unrealised hedging instruments at year end, and we assessed the Group's presentation and classification of currency hedges in the financial statements, including note disclosures.
We refer to Note 3 for details on accounting principles and note 20 on financial instruments in the Group's financial statements.
Other information consists of the information included in the Company's annual report and sustainability report other than the financial statements and our auditor's report thereon. The Board of Directors and Chief Executive Officer (management) are responsible for the other information. Our opinion on the financial statements does not cover the other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information, and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Independent auditor's report - Kongsberg Gruppen ASA
A member firm of Ernst & Young Global Limited
3 Independent auditor's report - Kongsberg Gruppen ASA A member firm of Ernst & Young Global Limited Responsibilities of management for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway for the financial statements of the parent company and International Financial Reporting Standards as adopted by the EU for the financial statements of the Group, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with law, regulations and generally accepted auditing principles in Norway, including ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ► identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ► obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control ► evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. ► conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. ► evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. ► obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
| Directors' Report 2018 | KONGSBERG Financial Statements and Notes |
Governance Statement from the Board |
Financial Statements Auditor's Report |
|
|---|---|---|---|---|
| 01 Year 2018 | 02 About | 03 Sustainability | 04 Corporate | 05 Directors' Report and |
4
safeguards.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors' report and in the report on corporate governance and corporate social responsibility concerning the financial statements, the going concern assumption and proposal for the allocation of the result is consistent with the financial statements and complies with the law and regulations.
Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements (ISAE) 3000, «Assurance Engagements Other than Audits or Reviews of Historical Financial Information», it is our opinion that management has fulfilled its duty to ensure that the Company's accounting information is properly recorded and documented as required by law and bookkeeping standards and practices accepted in Norway.
Oslo, 21 March 2019
ERNST & YOUNG AS
Finn Espen Sellæg State Authorised Public Accountant (Norway)
(This translation from Norwegian has been made for information purposes only.)
Independent auditor's report - Kongsberg Gruppen ASA
A member firm of Ernst & Young Global Limited
The ordinary Annual General Meeting will be held on Wednesday 14 May 2019
| Q1: | 10 May 2019 |
|---|---|
| Q2: | 28 August 2019 |
| Q3: | 30 October 2019 |
Ticker code: KOG (Oslo Stock Exchange)
Street address Kirkegårdsveien 45 N-3616 Kongsberg
Mailing address P.O. Box 1000 N-3601 Kongsberg
Telephone: +47 32 28 82 00 E-mail: [email protected] Org. no. 943 753 709
Jan Erik Hoff Group Vice President Investor Relations Kongsberg Gruppen ASA
Telephone: +47 991 11 916 E-mail: [email protected]
Ronny Lie Chief Communication Officer Kongsberg Gruppen ASA
Telephone: +47 916 10 798 E-mail: [email protected] Lene Svenne Corporate Compliance Officer Kongsberg Gruppen ASA
Telephone: +47 950 39 918 E-mail: [email protected]
Design: Kikkut kommunikasjon. Photos: KONGSBERG, Einar Aslaksen, Dag Spant Disclaimer: In the event of any discrepancy between the Norwegian and English versions of KONGSBERG's Annual Report and Sustainability Report 2018, the Norwegian version is the authoritative one.
Directors' Report 2018 Statement from the Board Auditor's Report
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